Council Minutes 07/06/02

Minutes of the General Meeting of the Council of InternetNZ Held at the InternetNZ Council Room, L4, 4 Bond Street Wellington
Friday 7 June 2002

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

Status: Minutes Adopted at Council Meeting 020719

1. WELCOME FROM CHAIR

Keith Davidson (President) opened the meeting at 10.10am and welcomed those present. The President noted the protocol for the meeting. As a number of people would be attending to present to the meting, - both in person and by phone so the published agenda will be adhered to. This may mean cutting short discussion on items which have run overtime, but these will be held over and returned to if time is available later in the meeting.

The President also instituted new standing orders to deal with issues which have arisen in relation to vote counting. Councillors must ensure that if they leave or rejoin the meeting that the President is formally notified so that the minute taker, and the audio recording, notes this for the record. To make the audio recording easier for members to access, the President will formally note the beginning and end of agenda items and the audio recording will stop and restart with a new file name. The President acknowledged that MEP had discussed the matter and recommended that the recording of the meetings continue.

2. ATTENDANCE

a. PRESENT

Keith Davidson (President), David Farrar (Secretary), Steven Heath (Treasurer, Jonathan Ah Kit Richard Bourne, Jordan Carter, Roger De Salis, 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),
• John Vorstermans (Technical Manager)
• Rose Percival (SRS Implementation Project Manager) and Doug Mercer (SRS Technical Project Manager) for the presentation of their report
• Debbie Monahan, Domain Name Commissioner (DNC) for part of Item #6
• The 'outside' members of new Domain Name Registry Board (Anne Urlwin, Carol Stigley and Merv Delany) for the duration of Item #5
• Richard Hipgrave for duration of Item #17
• Karaitiana Taiuru, Chairperson - Te Whanau Ipurangi/NZ Maori Internet Society, for Item #13 - by conference call.

c. APOLOGIES:

Absence Howard Frederick, Bill Parkin, Rick Shera (Vice President),

Lateness: Jonathan Ah Kit

Leaving early: Richard Bourne, Bob Gray, Roger de Salis, Treasurer

02/46 MOVED : (President/) "THAT the apologies be accepted." CARRIED UNANIMOUSLY

d. ABSENT:

David Archibald, Simon Blake, John Russell

There was discussion as to whether the meeting would remain quorate with Councilors leaving.

3. MINUTES OF THE PREVIOUS MEETING

02/47 MOVED : (Northover/Streatfield) "THAT the Minutes of the Council Meeting held on 13 April 2002 be accepted as a true and correct record."

CARRIED UNANIMOUSLY

4. MATTERS ARISING FROM THE MINUTES

There were no matters arising from the Minutes. Cr Teernstra reported on the "ICANNatlarge" Group - referred to General Business.

5. REPORT FROM NEW ZEALAND DOMAIN NAME REGISTRY BOARD

Directors of the New Zealand Domain Name Registry Company Board joined the meeting and were introduced by the Treasurer who has been the contact point with the Society. Outside Directors are Anne Urlwin, Carol Stigley and Merv Delany, and Councilors on the Board are David Farrar and David Zanetti. Council introduced themselves.

Treasurer pointed out the meeting is being recorded

Chair of the Board is Carol Stigley and she reported:

• There have been 2 meetings of the Board
• Good mix of skills amongst the Board Members
• Focus is on appointing a Registry Manager - it is hoped to make an offer within a week
• It is intended that the Board will be closely involved in running the Company to start with
• Decision not yet taken on in or out-sourcing support - not yet decided, will be decided after the Registry Manager has been appointed.
• Board will meet and report monthly
• Intending to issue a press statement in about 2 - 3 weeks. Agreed to liaise with the Executive Director
• Negotiations taking place for accommodation for 4 months
• Have arranged temporary contract for administration support, have had good support from the Office of the Society to date for which the Board is thankful, but need their own person.
• They appreciated the briefings given them by The Treasurer

President commented that there will need to be clear formal and informal communication lines with .nz Oversight Committee. He also pointed out that the policy of the Society is for clear and open disclosure wherever possible.

The President welcomed the Directors, who then explained their backgrounds. Anne Urlwin commented that the Board was aware that InternetNZ is paying all accounts at the moment and looks forward to the capital injection into the Company so that they can take over this function.

Email addresses to be provided to Councilors.

Anne Urlwin, Carol Stigley and Merv Delany depart.

6. REPORT FROM NZ INTERNET REGISTRY BOARD (DOMAINZ)

Cr Gray noted there is no formal report.

Secretary asked that there be discussion on recent events at Domainz, in committee because there are legal issues.

10.37am PoR recording suspended

10.35am Cr Ah Kit arrives

10.50am Domain Name Commissioner (DNC) joins the meeting

11.15am PoR recording resumes

DNC departs

7. SRS IMPLEMENTATION

Doug Mercer (Technical Implementation Manager) spoke to the published report :

• Technical Architecture is finalized
• Prototyping proved it would stand up
• Performance and stress tests raised no concerns
• Findings are published on the InternetNZ website.
• Technical Architecture signed off and is on the website
• Requirement specification are ready to go
• Separate HTML Interface to Registrars is ready but not yet up. Interface is very basic "Registrar in a box".
• One area that has expanded is the user interface - more effort has been put into this area. Use of the interface is very important.
• Registrar Implementation Kit is being developed.
• Stage 1 goes out in June to the Registrar Working Group for testing software and kit
• Stage 2 will be later with final versions
• The largest phase (application development) is underway. Estimates agreed. Domainz still to sign the contract schedule
• There are firm timelines on delivery - system testing by the end of June, system should be ready for acceptance testing by the end of July. Dates have not been publicized. There are less important dates but they are not critical. Schedule is working well.
• Working closely with Domainz - who may be testing the SRS interface by the beginning of July, dependent on their installation of AcPac being on time.

Discussion :

Treasurer noted that Domainz has signed all contracts to date. These will be paid for by the Registry Company and contracts assigned across. Liaison Task Force is working on details of this. Tax advice is being sought and Capex issues discussed.

In response to a question about the Memorandum of Understanding and who actually owns the software, Rose Percival noted that the Registry will purchase contracts from Domainz and this matter will be reported under the Liaison Task Force. Doug Mercer commented that as most of the software is based on open source systems this will not be a major issue.

All time projections are being met and the project is still on target. As previously flagged as a possibility, there are now matters which could impact on timing and they are to do with Domainz and the appointment of the Registry Manager. Registry has to take responsibility for setting up the infrastructure. Timing is becoming critical now.

There is considerable change to business practice for Domainz which has to be worked through.

Cr Riley requested that a timeline be set out for the benefit of Registry Company and council.

Pressure is coming from potential registrars who want more information.

Cr Whittle noted that the Liaison Task force and .nz Oversight Committee have taken over most of the roles of the SRS IOC. President noted that at AGM or first meeting of new Council the SRS IOC would be disbanded.

b. Framework and Business Rules

The SRS Implementation Manager, Rose Percival, spoke to her paper on minor changes to the previously published Framework and Business Rules. She noted that Rules come under the jurisdiction of the .nz Oversight Committee, and normally would be approved by them. Until the formal setting-up of the .nz Oversight Committee it is necessary for Council to approve the recommendations.

02/48 MOVED : (Whittle/Streatfield) "THAT the Recommendation to make changes in the business rules, as outlined in SRS - Framework and Business Rulesbe approved".

CARRIED

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

AGAINST: Gray

ABSTAINED: De Salis

The President expressed the thanks of the Council and Members to Rose Percival, who has now completed the task of SRS Implementation Manager, and presented her with flowers and wine as a token to mark the occasion.

11.35am A Short break is taken, Rose Percival and Doug Mercer depart.

11.40am Meeting resumes

8. ADMIN COMMITTEE

a. AGM

The Executive Director reported:

• Papers for the AGM have been circulated to members on a mailing list "AGM-papers".
• There are 5 Constitutional amendments - to be voted on online before the AGM and several Policy motions to be voted on at the AGM.
• Nominations for Council and Officers close at 11.59pm tonight
• that implementation issues arising from the new Constitution are being worked through. She will prepare a report after the AGM.
• that time allowances will be needed on the day if an election is is needed
• There will need to be a full evaluation and review after the AGM
• There will be no online participation on the day
• The meeting will need to run within the parameters of the time we have the room available (1500) and recognizing it is intended to hold a meeting of the new Council at 4pm, and there will need to be time to get from one location to the other.
• No lunch break has been included, only a short refreshment break.
• It is hoped the meeting will be non-controversial
• Although there may not be sufficient nominations to fill all council positions, should the constitutional amendment be passed to reduce the size of Council, it may be reasonable to leave the vacancies unfilled.

The Secretary noted that issues around the voting procedures are being worked on. It is likely that there will only need an election for the position of Treasureras there are likely to be 6 nominations for Council. If there is a shortfall and the constitution change to reduce the size of the council is approved by the meeting and by the Registrar of Incorporated Societies, then by-elections should not need to be held to fill any vacancies.

b. Meeting Dates

Discussion on paper of proposed meeting dates for the forthcoming year: Meeting Dates

MOVED : (Secretary/President) "THAT the Meeting Schedule be adopted".

• The President pointed out that it is only an indication for the .nz Oversight Committee meeting dates as that group has yet to meet and decide on their program.
• R Gray noted that the schedule included regular meetings of the Administration Committee and that it appears to have taken on a larger role than under previous councils. He asks how this had come about and when.
• Secretary responded that Admin Committee has taken on a larger role but has not exceeded its mandate. It produces reports to Council for consideration and makes no decisions.
• Concern was expressed that too much was being expected of some Councilors
• Secretary reported that workload is heavy, but tends to be reactive to issues which need to be brought to council for decision.
• Cr Gray asked for a report on the activities of the Administration Committee, its goals, activities and plans
• He expressed concern that Council could be seen as "rubber-stamping" Admin Committee recommendations.
• Issues need to be investigated between reducing size of council and the increasing influence of Admin Committee.

12 Noon Cr Northover leaves

• Cr Carter supports the proposed meeting schedule.
• Secretary pointed out that at a previous council meeting he had suggested that Admin Committee be replaced with an Executive Committee with the President in the Chair, and effectively scrapping the position of Secretary. This was confirmed by the President
• Treasurer pointed out Admin Committee supports the Operations of the Office and it is an opportunity for the Officers to meet
• Admin Committee is advisory, not decision making
• Should be an action point that investigations should be carried out as to whether an Executive Committee should be set up

12.08pm Cr Northover returns

• President noted that when the new council meets setting details of the new committees should take these issues into account.
• Cr Gray pointed out the difficulty for new councilors being presented with at list of dates which are already decided

List of proposed meeting dates is tabled to the first meeting of the new Council.

c. Honoraria

Secretary spoke to the paper Honoraria which arose from the last Council meeting. It was noted that the present honoraria for the President is $20,000 and this would not change in the term of the current incumbent. Officers and Chairs currently receive an honorarium of $3000 and Councilors $500.

The President offered to declare and interest and depart - this was felt to be not necessary.

Discussion :

• Cr Gray recommended that a remuneration subcommittee should make recommendation on honoraria rather than the Admin Committee.
• Crs Streatfield and Carter acted as a subcommittee but were not able to meet. This paper was not the produced by them
• Cr Gray is concerned that there is not a robust process
• Timing is important as those standing for Council at the AGM should know about honoraria
• Council had previously agreed to limit honoraria to Officers and to reduce the amount paid. This was referred to Admin Committee for recommendation.
• Concern was expressed that delays are happening and being blamed on process when there is no need to delay because in this particular issue the outcome is what is desired.
• Performance evaluations have been removed from process for paying honoraria
• Honoraria to be paid automatically in arrears.

02/49 MOVED : (Secretary/Zanetti) "THAT

1   Effective from the 2003 AGM the annual honoraria for the President shall be $12,000

2   Effective from the 2002 AGM the annual honoraria for all other officers (currently Vice-President, Secretary and Treasurer) shall be $4,000

3   All honoraria be automatically paid quarterly in arrears

CARRIED

FOR: President, Treasurer, Ah Kit, Bourne, Carter, Northover, Whittle Zanetti

AGAINST: De Salis, Gray, Teernstra

ABSTAINED: Secretary, Riley, Streatfield

d. Equity and Loan to NZDRL

12.25pm President leaves, Secretary takes the Chair

Secretary spoke to the report Equity and Loan to NZDNRL

Secretary referred to the spreadsheets accompanying the report.

• Registry costs are listed and the requirement is about $1.3M
• Prepayments will be transferred from Domainz at the start up of the SRS
• Suggestion is one third long term loan or equity, two thirds short term loan
• Interest rate to be 90 day bill rate + 2% and will be reviewed

12.27pm Richard Hipgrave (of Navigate, facilitator of the Council Planing Day in April) joins the meeting

12.30pm President returns and resumes the Chair

Options for repayment of loan explained:

• Subvention payments; paying from one profit-making entity to a wholly-owned loss-making entity (important to note that one must be profit-making and one loss-making). Can only come into effect when the loss or profit has been made- therefore until the Registry Company has traded this cannot happen. In the future this could be an option if Domainz continues to make a profit and the Registry a loss. Therefore does not apply yet.
• Suggestion that therefore we need a long-term instrument and the option of redeemable shares seems the most practical, say 10 shares of $40000 each, which could be redeemed on demand.

IRD have concern that repayments are not instead of dividends.

Secretary thanked the Treasurer for the very large amount of work he had put into this matter which allowed Council to be able to consider the options.

Dividends from the Registry Company should attract Resident Withholding Tax (which can be offset), not imputation credits which continue to build up. At the moment we get nonrefundable tax credits from Domainz.

President also thanked the Treasurer for his work in this area.

Discussion :

• Executive Director asked for clarification on the providing a long-term loan versus equity injection. Treasurer pointed out no interest is paid on Redeemable shares. Secretary reported Registry Co Directors preferred equity at a sensible level.
• In response to a question Secretary reported that these figures has been produced and checked by the SRS Implementation Manager, Ernst and Young and Mason King.
• The Registry Company Board had seen the figures and is comfortable with proposals. The Company can make repayments as money is available or the Society demands.
• The one-third loan, two-thirds equity takes into account the prepayments which will inject cash from Domainz.
• Cr Riley would rather have prepared for him a summary of the financial details rather than the detail. Treasurer queried whether this was what was presented. Cr Riley expressed surprise that there is so little difference between the scenario 1 and scenario 2 final figures.
• A decision needs to be made today.
• Cr Gray made a prepared statement, noting:
• 1. He had previously asked for, but had not yet seen a business case - a proper business case of why we are doing this [removing the Registry from Domainz and setting up a new company - ed ]. $1.5 million is a large amount of money.
  2. He wants to see a business plan. Where is it?
  3. He wants to have the overall cost of the project explained and how much has been spent to date and how much remains to be spent and if this is on track.
  4. He has concerns about the loan of $800000. Is there security for this loan, do members know about the loan?
  5. What if any liability will fall on Council? He wants to know if he has any personal liability for the loan.
  6. He has not seen a Risk Management document.
  7. InternetNZ does not have money yet so how can it vote to lend money?

Discussion :

• Secretary raised that none of these matters can be answered instantly, he is concerned that Cr Gray is challenging the fundamentals of the Hine Report. It would have been much more useful if they had been brought up before the meeting.
• Cr Gray was accused of attempting to delay the implementation of the SRS.
• These papers show it is practical and possible to implement the SRS
• Cr Northover commented that there had previously been requests for a Business Case to be made and it has not been presented.
• The SRS implementation is not profit making
• The President pointed out that the Members had directed that Council introduce the SRS
• Cr Gray commented that he did not believe that meant an SRS at any price. Members were told $100,000 would be the cost- or a sum about that level.
• President pointed out that over the last few Council meetings many papers pointing to the detail of the costs of the implementation have been presented, discussed and voted on. This is another step in the chain. Now is not the time to re-litigate it all.
• Timeframes are now critical, decisions need to be made today
• Cr Northover commented that the financials are well presented. Concerned that we are being forced to make a decision.
• Decisions have been made, professionals have been employed to implement decisions. Resolutions to employ the Domain Name Commissioner etc have been taken and implemented.
• Cr Carter points out that Cr Gray has consistently voted against the implementation. He stated that he considered that Cr Gray was unhappy with the way in which the SRS Implementation was proceeding but in fact the process had been robust. Cr Gray had every right to vote against proposals but the democratic process ensured that the majority vote succeeded.
• The President called for moderation of language
• Cr Gray raised that he always wanted to do a "This is what it is" and "This is what it costs". These issues have not been addressed so he will vote against the current motions. Nothing new has been raised, he feels the project has been "railroaded" and the members who wanted an SRS implemented did not want it at any cost and he has a right to table his concerns and to be heard.
• President asked again for members to moderate their language.
• The Secretary pointed out that it would be helpful if Councilors had detailed queries that they be submitted in advance of the meeting so that answers could be prepared.

02/50 MOVED : (Secretary/Treasurer) "THAT

1   Council approves a $430,000 equity injection (including $1,000 already approved) into the NZ Domain Name Registry Limited.

2   Council approves an $868,100 loan to the NZ Domain Name Registry Limited at an interest rate calculated quarterly of the 90 day bank bill rate plus two percent.

3   The equity injection be made by 20 June 2002.

4   The loan be paid over according to a schedule of

5 The repayment terms for the loan be according to a schedule of

6 Administration Committee be given delegated authority to vary the schedule of lending and repayments by mutual agreement with the NZ Domain Name Registry Limited.

CARRIED

FOR: President, Treasurer, Ah Kit, Bourne, Carter, Northover, Riley, Streatfield, Whittle

AGAINST: De Salis, Gray, Teernstra

ABSTAINED: Secretary, Zanetti

E-vote to be taken on how equity will be structured after detail is received from Admin Committee. Full written advice to be obtained before the vote is taken.

• Treasurer presented verbal report on this matter earlier but written report is required.
• Solvency issues were discussed. Because prepayments will be received, which in practical terms will not be repaid, a smaller amount of dividend is required from Domainz.

1.10pm Lunch Break taken

1.38pm Meeting resumes

Treasurer and Cr Bourne left the meeting

President advises the meeting that he intends to depart from the published Agenda to have a Report from the Executive Director on Strategic Planning in conjunction with Richard Hipgrave.

17. EXECUTIVE DIRECTOR'S REPORT

Strategic Planning

Executive Director explained the process arising from the strategic planning session (see Memo ) which included producing Project Control Guidelines (v 1.0) for sign-off by Council. The Guideline were developed both as a framework in which to assess the candidate projects arising from the Planning Day and also as a basis for future project planning and implementation.

Some Council projects are very small but every "project" should fit within the guidelines. Templates have been devised so that anyone who wishes to undertake a project of any size has a checklist.

The actual projects which came out of the Planning Day form a Business Cases document and are with Admin Committee for comment and sign-off.

Some of those included among the actual projects are actually "Business as Usual" - primarily the running of the Office of the Society and the Office of the Domain Name Commissioner. When this is released it will be posted out as it is a sizable document.

Discussion :

• Might be useful to have a specific template for small projects
• There is a need to link projects to strategic and business plan

Richard Hipgrave commented that

• this is an initial document, needs fine tuning and revision as governance and planning develops.
• Must be clear difference between the Owner and the Manager of projects
• Need to keep members informed of projects and explain the controls and planning involved

Further discussion

• The President invited interested Councilors to join the Strategic Planning Taskforce. The Task force has not yet been formally constituted, but Crs Northover and Riley have begun discussions.
• This does improve the decision making process and the planning cycle
• The intention of the Business Cases is to allow scenarios to be put to members to make decisions on the direction of the Society..
• Up to Taskforce to now to come back with recommendations for a Planning Cycle and process.
• The Executive Director noted that part of the value of the exercise is that previously there has been no assessment of the detail of operational functions.
• Executive Director noted the transitional state of the Society made this work timely.

Admin Committee to draft ToR for the Strategic Planning Taskforce. Executive Director should be part of a group to steer this process.

The President thanked Richard Hipgrave for attending.

Richard Hipgrave departs.

Executive Director's report continues following the President's Report (19 below)

2.03pm The President noted that at 3.45pm Karaitiana Taiuru from Te Whanau Ipurangi/New Zealand Maori Internet Society will be joining the meeting by conference telephone call.

Returning to Agenda

8. ADMIN COMMITTEE (Cont)

e. Dividend from NZIRL (Domainz)

Secretary referred to the report Dividend from NZIRL and supporting spreadsheets distributed to the meeting:

• Is this the appropriate amount to ask for?
• Can Domainz afford it?

Summary

• Original request was for $1.3 million, revised to $1.5 million
• Projected cashflow gives a closing cash reserve of approximately $240,000 Sept 2002, which is when SRS goes live and loan starts being repaid
• Figures prepared by Secretary and Treasurer are "ballpark" figures
• Recommendation is a prudent level of funding for the Registry and the Society.
• This is a request to Domainz arising out of close work with LTF.
• Domainz Board make the point that there are some issues before which decisions cannot be made
• However, the Society still needs to make a formal request.

Discussion :

• Profit and loss shows each succeeding quarter is a loss
• It is not projected that the Society will return to profitability until after March 2004
• Once the dividend is paid, there will be no further income to the Society until at least 2004
• There is no projection of what will happen at the relinquishment of Domainz, probably October 2003
• Registry Co is projected to pay a Dividend after March 04, other income will come from interest on invested funds
• Domainz dividends are fully imputed
• Initial forecasts did not allow for the loan to the Registry Company
• Registry Fee should be reviewed after the end of 2003 when better figures , including any realized funds from the disposal of Domainz, is available
• Strategic Planning should allow decision on how much is needed and if the Registry fee should go up or down
• Until 1 July 2002 Domain Name Commissioner costs are carried by InternetNZ
• Cr De Salis stated that Domainz' ability to pay depends on signing contract
• Cr De Salis stated that Domainz finds the business rules onerous, and noted that there are substantial issues remaining in relation to the contract.
• This is a request not a demand, Liaison Taskforce to work through the issues
• Payments may be progressive

02/51 MOVED : (Secretary/Whittle) "THAT

1   Council requests payment of a $1.5 million dividend from DOMAINZ to be paid by 20 June 2002.

2   Council note that it is not envisioned that any further dividend requests will be made of DOMAINZ.

CARRIED

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

AGAINST: De Salis

ABSTAINED: Gray, Teernstra

f. Registry Fee

• Secretary spoke to the papers Registry Fee and Consolidated Forecasts and explained the spreadsheets and the rationale for the difference between the recommended $1.78 and $2.00 fee proposals. This goes to 2004, does not seem prudent to look further out. The end result of both is not significantly differently. Either would be comfortable reserves to cover contingencies. At March 04 there could be $2 million in reserves.
• Recommends $1.78 because it is difficult to justify to potential registrars the higher figure and at $1.78 no providers (who become registrars) will pay more under the SRS than they pay now

Discussion :

• Cr De Salis stated that Domain Name Fees will rise under the SRS. He disputes that the registry fee will be lower. He maintains that onerous business rules on all registrars will force the fee to rise to an annual fee of about $30. Society will be asked to justify its fees.
• Secretary points out that Domainz forecasts as a stabilizing registrar there will be about $900,000 left.
• Cr De Salis still maintained that the current business rules, which he considers onerous, will force fees to rise.
• Cr Northover supported $2 fee as it is better to be able to drop fees than to raise them later
• Cr Whittle asked Cr De Salis to substantiate his claim that the fee will rise to $30 per annum
• Cr De Salis believes there are onerous conditions in the contracts
• Figures on which fee proposal are based come from Domainz
• Important to recognize that this is the Registry fee only, does not affect what Registrars can charge
• Need to scope the impact of the business rules.
• Liaison task force is working on differences, have not reached a consensus yet
• Decision on fee level needs to be made today because of need to advise Registrars
• "Excessive" in report refers to the level of contingencies predicted at the fee level.
• Main focus is that the fee must be high enough to sustain Registry Company, Domain Name Commissioner, and InternetNZ.
• Class A providers get a subsidy now, this will disappear under the SRS
• Original consultations with providers showed them to be satisfied between $1 and $2
• Success of the SRS will be measured by Registrar take up
• The difference between the figures won't matter in 12 months time.

02/52 MOVED : (Northover/Teernstra) "THAT The registry fee be set at $2.00 plus GST per month.

CARRIED

FOR: President, Ah Kit, Northover, Riley, Streatfield, Teernstra, Zanetti

AGAINST: Secretary, Carter

ABSTAINED: Gray, Whittle De Salis

Cr Carter opposed motion because he believes the fee should be $1.78

02/53 MOVED : (Secretary/Northover) "THAT the .nz oversight committee be asked to review the fee level by at least late 2003 with any changes (downwards or upwards) to take effect from 1 April 2004.

CARRIED

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

AGAINST:

ABSTAINED: De Salis, Gray, Riley

President asked the meeting to go into Committee to discuss a staffing matter. Staff members are excluded.

3pm PoR Recording stopped

3.25pm PoR Recording resumes

Staff return.

Treasurer returns

02/54 MOVED : (Secretary/President) "THAT the Administration Committee be authorized to renew the Contract of the Executive Director on the terms outlined

CARRIED

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

AGAINST: -

ABSTAINED: Treasurer, De Salis

9. LIAISON TASKFORCE REPORT

In the absence of the Liaison Taskforce Chair, Rick Shera, the Secretary reported that the Taskforce had met prior to the Council meeting and there will be another meeting on 14 June when it is hoped to initial the contract before it is passed to Domainz and Council for approval. There are issues around the Contract which have still to be resolved.

• Cr Gray took issue with the way the Secretary portrayed the meeting as the report minimised the size of the issue still to be worked through. He asked what the Rick Management Strategy was.
• There is no plan in place if the contract is not signed but it is strongly intended that resolution will be found.
• There are some consequences of the Business Rules which need working through

3.30pm The Executive Director leaves the meeting

Cr De Salis and Cr Gray leave the meeting

10. APPOINTMENT OF .NZ OVERSIGHT COMMITTEE

3.32pm The Treasurer declares an interest and leaves the meeting

Executive Director rejoins the meeting

PoR Recording stops

3.47pm PoR Recording resumes

Treasurer rejoins the meeting

02/55 MOVED : (President/Streatfield) "THAT the following persons be appointed as the .nz Oversight Committee, for the terms specified:

Richard Currey (2 years)

Colin Jackson (1 year)

Roger Hicks (3 years)

Dr Frank March (2 years)

Jennifer Northover (3 years)

David Russell (2 years)

InternetNZ President (ex officio - current President has one year remaining)

CARRIED

FOR: President, Secretary, Ah Kit, Carter, Riley, Streatfield, Teernstra, Zanetti

AGAINST: -

ABSTAINED: Treasurer, Northover, Whittle

3.50pm

As previously noted, The President asked leave to change the order of the agenda as the Te Whanau Ipurangi/NZ Maori Internet Society representative was waiting to take part in a telephone conference call with Council at this time

13. 2LDs

a. '.maori.nz' Proposal

Karaitiana Taiuru, Chairperson of Te Whanau Ipurangi/NZ Maori Internet Society joined the meeting by Conference Call.

The Treasurer explained that the purpose of this session is that Council needs to make a ruling on the proposal under the new 2LD creation policy. He noted that there have been 24 submissions, all in support of '.maori.nz' being created as a second level domain, none were conditional, there were no requests for name reservations or moderation.

Karaitiana Taiuru reported that

• He believes the number of bicultural and bilingual users of the internet has grown.
• .iwi is not applicable to the Maori community in general as it refers to specific groups and not individuals
• This is an attempt to represent the views of all Maori people
• Feedback suggests all people believe that .maori.nz is a good idea and should be created
• Te Whanau Ipurangi/NZ Maori Internet Society want some names banned from registration. Domain is to be unmoderated but there are some words which are not wanted, mostly Maori "swear words" and names.
• Suggestions for allotting names include "first in first served" or a lottery to pre-register, but preference is for "first in, first served".

Discussion

• Difficulties of policing registrations were raised.
• Suggestion that Te Whanau Ipurangi/NZ Maori Internet Society register those names which it does not want in general use
• Strawpoll was overwhelmingly in favour, submissions only positive
• Naive to think that offensive names can be prevented as those who want to will find ways around that
• Timing to go live would be better if can avoid the implementation period of the SRS
• If Te Whanau Ipurangi/NZ Maori Internet Society want conditions on registrations submission should be made to the Domain Name Commissioner during the final stage of the process.

02/56 MOVED : (Treasurer/Secretary) "THAT InternetNZ approve in principle the establishment of maori.nz as a second level domain.

CARRIED UNANIMOUSLYNANIMOUSLY (with acclamation)

02/57 MOVED : (Treasurer/Ah Kit) "THAT Based on (Motion ) the Domain Name Commissioner receive submissions on implementation issues relating to the release of the new Second Level Domain by July 5, 2002

CARRIED UNANIMOUSLY

Executive Director to work with Te Whanau Ipurangi/NZ Maori Internet Society on publicity for submission.

Congratulations were recorded to both the Te Whanau Ipurangi/NZ Maori Internet Society and to Steven Heath for work put in on the proposal.

The conference call ends at this point.

b. 2LD Policy Review

Treasurer reported there had been no feed back on the draft ToR he had circulated on Council list.. President asked if the issue should be held over for the new Council, suggestion is that it be referred to .nz Oversight Committee.

Discussion :

• Is this a .nz Oversight Committee decision?
• Policy/implementation split needs clarification
• .nz Oversight Committee recommends, Council decides
• Important not to restrict .nz Oversight Committee

02/58 MOVED : (Treasurer/Whittle) "THAT the draft 2LD Policy Review ToR be received by Council and forwarded to .nz Oversight Committee for their consideration

CARRIED

FOR: President, Secretary, Treasurer, Ah Kit, Carter, Northover, Riley, Streatfield, Whittle, Zanetti,

AGAINST:

ABSTAINED: Teernstra

Further applications for new 2LDs to be referred to the .nz Oversight Committee.

11. SOCIAL IMPACT COMMITTEE

There was no formal report. Cr Northover reported that work with the Internet Safety Group was the only issue being actively pursued at the moment.

12. LEGAL AND REGULATORY COMMITTEE

4.52pm Cr Northover leaves the meeting

The Executive Director reported that the Vice President intended to note that he had attended the Privacy Commission consultation on the draft Privacy Code in Auckland and the Executive Director had attended the Wellington meeting.

With regard to Sections 9 (b) and 9 (c) covering retention of traffic data, the Commission has notified all submitters that these have been dropped, leaving just 9 (a) which is the law as it is now. This is a good outcome.

14. POLITICAL LIAISON WORKING GROUP

No report

15. TECHNICAL COMMITTEE

Cr Zanetti briefly spoke to his published paper on IPV6

Two issues which are not covered in the report are

• First is the privacy aspect - the way IPv6 is derived, as at the moment with IPv4 there is no correlation between a person and an IP address but under IPv6 there is the potential for that mapping to occur. It is potential but not necessarily going to happen.
• Second is question of how long IPv4 will last - unknown as it depends on a lot of variables.
• The President noted that the APNIC Bangkok meeting suggested could have more capacity than was anticipated
• Cr Zanetti agreed but explained that the issue is that as smaller and smaller blocks issued they eventually fill up routing tables. Was previously an issue of available RAM in relation to size of routing tables in mid-90's.

In response to questions he noted:

• previous peak was 70,000 routes and dropped after CIDR introduced to 30,000 but rising again.
• IPV5 - inadvertently given to another protocol
• IPV8 - does not exist
• IVP6 - meaningful migration is to support move from tests and trials to real implementation, i.e., not tunnelled on IPv4.
• No relation to with Internet2 Capability Study.
• Two key drivers: Uptake in Asia and particularly China (lack of embedded IPv4 infrastructure), and inability to provide IPv6 for multitude of handheld devices - mostly about education.
• Note of e-govt requirement to use IPv6.
• IPv6 has standards to gateway to IPv4.

02/59 MOVED : (Zanetti/Streatfield) "THAT InternetNZ supports meaningful migration to IPv6 to begin as soon as possible."

CARRIED

FOR: President, Secretary, Treasurer, Ah Kit, Carter, Northover, Riley, Streatfield, Whittle, Zanetti

AGAINST: -

ABSTAINED: Teernstra

02/60 MOVED : (Zanetti/Streatfield) "THAT InternetNZ form a working group to co-ordinate and facilitate ISP migration to IPv6."

CARRIED

FOR: President, Secretary, Treasurer, Ah Kit, Carter, Northover, Riley, Streatfield, Whittle, Zanetti

AGAINST: -

ABSTAINED: Teernstra

Cr Zanetti agreed to work on the composition and ToR of the Working Group.

Executive Director raised whether InternetNZ should hold APNIC membership instead of Domainz. She will investigate associate membership of APNIC and report back.

Thanks were expressed to Cr Zanetti for his IPv6 report.

16. MEP WORKING GROUP

• Cr Riley reported that there will be no remote participation at the AGM
• Recording of Council meeting changes have been implemented to make the audio files more accessible to members
• Executive Director to arrange a debrief after the AGM

5.20pm Cr Northover leaves the meeting

18. TREASURER'S REPORT

• A budget for the full year (1 April 2002 to 31 March 2003) is now available and was circulated to the meeting. This extends the previously submitted budget and will now be presented to the AGM.
• The Budget is based on prior indications that a $1.5 million dividend will be forthcoming so that the $1.3 million loan can be made to the new Registry. If this is not forthcoming and a loan must be taken out instead, Members' agreement is needed.

02/61 MOVED : (Treasurer/Carter) "THAT the budget for the year ending 31 March 2003 be approved by Council and presented to the AGM"

CARRIED

FOR: President, Secretary, Treasurer, Ah Kit, Carter, Streatfield, Teernstra, Whittle, Zanetti

AGAINST: -

ABSTAINED: Riley

02/62 MOVED : (Treasurer/Streatfield) "THAT the Treasurer's report be received"

CARRIED UNANIMOUSLY

19. PRESIDENT'S REPORT

Advice had been received from the Domainz Chair that Director Liz Longworth had resigned because of new work pressure..

• There does need to be another Director appointed
• Term would be for 1 year only
• Recommendation: that a small group be appointed to review the previous applications for Director of the Registry Company and to also invite Councilors to put their names forward if they are interested. The names to be then referred to Admin Committee who will consult with the Chair of Domainz.

02/63 MOVED : (President/Secretary) "THAT Admin Committee seek to find the best method of filling the vacancy on the Domainz Board and report back to Council"

CARRIED UNANIMOUSLY

Mailing lists are needed - Executive Director to report

17. EXECUTIVE DIRECTOR'S REPORT (Cont from above)

• There are currently 200 members
• Very busy period as reported in various areas above, notably Strategic Planning and AGM.

Internet2 Capability Study

• Lead Consultant has been selected.
• The Internet2/IndustryNZ contract for funding is taking considerable time to complete. A 'Heads of Agreement' has been completed and so the Lead Consultant's contract can now be signed.

Workloads

• Have been high with the preparations for the new Domain Name Commissioner. Debbie is now in place - support work by the Office has taken, and will continue to take, significant time. New Registry has been supported in its setup as well.
• Executive Director undertaking forward planning in relation to existing staff resources and any extra resourcing required (in conjunction with DNC). Executive Director is monitoring workloads from multiple demands and Council is asked to remember this when asking for work to be undertaken.
• There was a lot of work on in the Office with the new Auditors. The Audit is now successfully completed.

Other

• Rebranding is now complete and the final Trade Mark issues have been actioned (logo)
• IIR events were attended by some members on free tickets as part of sponosrhsip deals, and feed back has been largely positive to the initiative.
• Privacy and disclaimer statements for website being developed.
• Attended ECAT E-commerce Sector Leaders Forum
• In relation to the $US 1000 donation to ICANNatLarge the Executive Director asked for an invoice and Cr Teernstra has tendered this for the ICANNatLarge Interim Panel website. Awaiting response from the Interim Panel before payment is made.
• Payment to ICANN to go into a Trust account - awaiting identification of appropriate account.
• Executive Director commented that she is pleased that her Contract negotiations are now complete and looks forward to working with the Council over the next 6 months.

Council wished the Executive Director well for the next six month's work.

20. GENERAL BUSINESS

02/64 MOVED : (President/Carter) "THAT Reports from Admin Committee, SRS Implementation Team, Legal and Regulatory Committee, Second Level Domains, The President, Treasurer, Executive Director, Technical Committee, Domainz Liaison Task Force be accepted."

CARRIED UNANIMOUSLY

21. MEETING ENDS

The meeting closed at 5.55 pm.

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

© 2001 InternetNZ
Last updated 25 June 2002