Council Minutes 30/08/02

Held at the InternetNZ Council Room, L4, 4 Bond Street, Wellington, Friday 30 August 2002 at 10.00am

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

Status: Minutes Adopted at Council Meeting 020928

Before the meeting formally opened the Executive Director introduced the Council to Zofia Krawczyk, the new Office Administrator. The Council congratulated her on her appointment.

1. Welcome From Chair

Keith Davidson (President) opened the meeting at 10.15am and welcomed Council members and minute-taker, K Sykes. The President asked Council members to speak slowly and announce their names when making comment.

2. Attendance

1. Present
   Roger De Salis, Simon Riley, Howard Frederick, Richard Bourne, Joop Teernstra, Jennifer Northover, Grant Forsyth, Michael Wallmannsberger, Jordan Carter, Bert Felt, Drew Whittle, Bill Parkin, Nick Wallingford, Chris Streatfield, David Farrar, Keith Davidson, Sue Leader (Executive Director)
2. In attendance
   John Vorstermans (Technical Manager) and Zofia Krawczyk (Office Administrator)
   Bob Gray, Donna Hiser, and James Scott (Domainz Board) and Derek Locke (Domainz CEO) for the duration of their
   Report
   Carol Stigley (Chair, .nz Registry Services Board) for the duration of her report
   Frank March (Chair, .nz Oversight Committee - NZOC) and Debbie Monahan (Domain Name Commissioner - DNC), for the duration of their report
3. Apologies
   Jonathan Ah Kit, Rick Shera, Peter Dengate Thrush

02/73 MOVED: (President/) "THAT the Apologies be accepted".

CARRIED UNANIMOUSLY

3. Domainz Board Report

President welcomed the Domainz Board and Chief Executive. The Chair of Domainz Board spoke to the published Report . He said he was in attendance because he had changed the reporting style and wished to talk to it. He stated that the report had moved away from operational issues and focused on key issues which confronted the Board and Company at the moment.

• Section 2 Future of Domainz

Increasingly difficult for the company to tell people what future is. 100,000 letters are going out to nameholders about changes to their terms and conditions. Issue of making company work as a competitive registrar while maintaining value of the company for the Society, has a cash flow and P&L that goes into the red at the end of the year, which is not sustainable. He said they either make profit or go into liquidation. He said that the Board is disappointed that there has been no meeting of the Domainz Future Taskforce since the last Council meeting. The Chair said it was imperative that a directive comes forth.

The Chair recommends that the business carry on and be built up. Key issues identified on page 2/3 of the report.

Would like to change the company name from NZ Internet Registry Ltd to Domainz Ltd as he believes current name not appropriate in the new environment. Would like company to become a registrar in the commercial sense. (refer page 2/3 report). Would prefer Domainz be allowed to offer transition registrar services to major customers for the indefinite future and receive a timeframe and process for disposal. Constraints on disposal.

Discussion:

• The President noted that the reason the Domainz Future Taskforce had not met was because Council had not ratified the composition and terms of references for Committees and Working Groups. This would be done today. He noted that the Nov 30 date for decision is not the target date but the absolute latest date for decision.
• The Executive Director asked whether agreeing to a name change for the company would create a perception amongst the potential Registrar community of unfair advantage to Domainz.
• The Secretary clarified that a name change now would clearly differentiate Domainz from the NZ Domain Name Registry Ltd and that the issue of a name change now should be separated from the issue of sale at a later date. InternetNZ may decide to retain the name, whilst selling the business.

02/74 MOVED (Davidson/Bourne) "THAT NZ Internet Registry Services Ltd may change its name to Domainz Ltd"

CARRIED UNANIMOUSLY

N Wallingford arrived 10.25am

PoR 10.32am to discuss finances
PoR 10.34am

ACTION: Executive Director to send copy of D Stokes technical report to Technical Committee

PoR 10.37am Chair

• Section 5 - Resourcing and Morale

The Chair of Domainz requested that Council give Domainz staff some idea of whether it was intended to liquidate the Company rather than sell it as morale was hard to maintain at the moment.

Extensive discussion ensued. President stated that no-one would vote today on the above. A straw poll indicated an overwhelming preference by Council to sell the company rather than liquidate it.

Cr De Salis -Domainz would like to know if it will be on the DNC's list of Registrars as it effects a lot of things. The President tabled the question to ask the DNC.

President thanked the Domainz Board for reporting. A short break was taken at 11.07am.

4. Adoption of Minutes 19 July 2002 and ratification of E-votes

02/75 MOVED: (Secretary/Treasurer) "THAT the Minutes of the Council Meeting held on 19 July 2002 be accepted as a true and correct record".

CARRIED
Abstention - Whittle

5. MATTERS ARISING FROM THE MINUTES

Amendments to the Minutes:

• Item 5 - Committee and Working Groups, pg 2 - Add "Up to" to "two other Councillors to be added. And to "K Davidson to Chair" add "and D Farrar to be Deputy Chair."
• Item 10 - Staffing Changes section, pg 9 - paper misspelled.
• Item 13 - Cr Teernstra requested that the statement " He commented that he was not happy with the Domain name and felt that people might not understand that Domainz would change from a Registry to a Registrar." be amended with the addition of the words "definition in the Policy Statement" after "name" as this more accurately reflects his concern about the inappropriate usage of "licence". The revised statement reads "He commented that he was not happy with the Domain name definition in the Policy Statement and felt that people might not understand that Domainz would change from a Registry to a Registrar."
• Numbering on pg 4 - the report of NZOC should be number 6, not 7.

The Secretary recommended that Council not bring up minor spelling changes at Board meetings because it distracts people from focussing on matters arising. He suggested instead that Council email these small issues in future before the meeting.

ACTION: ALL: Amendments to Minutes to be notified to Executive Director and Secretary prior to the Council Papers being circulated (i.e., eight days before meeting).

• the Executive Director noted on behalf of Cr Ah Kit who was absent that his report on the Uniform Conference which is on the website is missing a table. Will be updated shortly.

02/76 MOVED: (President/) THAT the amendments to the Minutes of the 19 July 2002 Council Meeting be accepted.

CARRIED
Abstention - Whittle

02/77 MOVED: (Secretary/Treasurer) THAT the Electronic Votes for the period Sept 01 - Aug 02 be ratified"

CARRIED
Abstention: Felt, Wallmannsberger

6. Confirmation of Committee and Working Group Memberships

The President asked for confirmation of committee and working group compositions and terms of references as circulated . He noted that Council appointed Chairs at last meeting, and the e-vote to finalise failed to reach the threshold. This affects Admin Committee, International Affairs Committee, Next Generation Internet Steering Group, and Domainz Future Task Force, and Constitutional Review Working Group. Not all Chairs had completed the process before the E-vote.

Social Impact Committee Chair Cr Carter requested approval for the following Social Impact Ctte members: - Jordan Carter (Chair), Jennifer Northover, Howard Frederick, Michael Wallmannsberger, Simon Riley, Jonathan Ah Kit. The Terms of Reference will be advised at next Council Meeting.

Technical Committee Chair, Richard Bourne noted that he had a report which included composition and Terms of Reference. He requested approval for the following Technical Committee members: Richard Bourne (Chair), Bill Parkin, David Zanetti (ex-Council), Don Stokes (ex-Council), Drew Whittle, Simon Riley, Nick Wallingford, Jonathan Ah Kit. Terms of Reference - there will be some changes and motions to be moved.

Strategic Planning Taskforce Convenor, Simon Riley asked if any Councillors have an interest in joining Jennifer Northover and him to please talk to him over lunch.

President asked if everyone comfortable and everyone on a committee.

02/78 MOVED: (President/Secretary) THAT the Membership and ToR for the Admin Committee, International Affairs Committee, Next Generation Internet Steering Group, and Domainz Future Task Force, and Constitutional Review Working Group as listed in the President's report for July 19 meeting, plus the composition of Social Impact Committee, Technical Committee, and Strategic Planning Taskforce be approved. on be confirmed.

CARRIED
Abstention: Teernstra

J Carter left meeting 11.30am, returned 11.31am
R Bourne left meeting 11.23am, returned 11.27am
F March and D Monahan joined meeting at 11.33am

7. NZOC (.nz Oversight Committee) Report

1. Report from the Chair
   Dr March spoke to his published report . Two meetings have been held. The first meeting determined the Policy Development process - have approved draft and process in principal. When finalised policy will be brought to Council for consultation.

   The urgent business was to complete the Registry/Registrar/Registrant Policies. The DNC has been drafting in time for next week's NZOC meeting. Timeframes with the SRS Implementation meant that these have been developed internally, though the substance has been widely canvassed as a part of the SRS Implementation process. NZOC will review these as a matter of some urgency in next six months. Council members had been invited to provide feedback. The drafts have been discussed by NZOC online and no substantive changes requested. Sign off will be at the Sept 4 meeting.

   Discussion:

   Query about when Registrant can lose their name - not been specified in terms of timing. Dr March noted that this is deliberate in order to give the DNC time to investigate when a complaint is received and to negotiate a resolution with the Registrar, Registrant and Registry. He confirmed that correct information must be on database.

   In response to a question Dr March confirmed that all Policies, including when Domain names can be cancelled, are interim policies only. Policies will be on the table within six months of the SRS being implemented. The guiding principal which is written into policy is the rights of Registrants. The DNC said a name would not be pulled within 12 hours, unless it was a major problem. She further noted that it is easier to remove points from Policy after the review than add them later.

   Additional Matters:

• Dr March thanked Council for the prompt approval for the external QA of the risk assessment to proceed.
• The NZOC does have serious concerns about a number of issues between Domainz and the new Registry, e.g. the IP numbers issue - although this is not a policy matter, he wished to express the Committee's concern and desire for a speedy resolution.
• In relation to the proposal received by the Executive Director for a new 2LD (.geek.nz). NZOC suggests that they complete the .bank.nz proposal which is already in progress first, and announce a suspension of all further proposals until the review of 2LD processes and structure is complete. This is not to block the proposal, only to put it into suspension - InternetNZ has already signalled need for review, and NZOC plans this as a high priority after the SRS Implementation. Council feedback was sought.

02/79 MOVED: (Treasurer/Bourne) THAT

• a moratorium start today on all new 2LD applications (no more will be received) because of the upcoming review of 2nd level domains by NZOC
• that .bank.nz continues
• that .geek.nz proceeds sequentially after .bank.nz is concluded

CARRIED
Abstention: De Salis, President

ACTION: Executive Director to convey the decision to the proposers of .geek.nz

• The final issue in the report was the recommendation by NZOC that the International budget and responsibility be transferred back to International Affairs budget for this financial year as NZOC needs to focus on the SRS Implementation.

02/80 MOVED: (Northover/President) THAT Council agree to the NZOC recommendation to transfer the international responsibility, and budget, back to the Council for this financial year and to look at clarifying the roles and responsibilities for 2003/2004."

CARRIED UNANIMOUSLY

ACTION: Treasurer to amend the Budget line items for International and present to Council.

• Report from DNC and
• Report on Implementation of ".maori.nz"

The DNC noted her published report , and spoke to the ".maori.nz" Implementation Report . She noted that the date for implementation was now Sept 5 and that FreeParking is not the sole provider.

02/81 MOVED (Secretary/Treasurer) "THAT the implementation be undertaken as follows:

• maori.nz be implemented on a 'first come, first served' basis;
• NZMIS may pre-purchase nzmis.maori.nz, internet.maori.nz and www.maori.nz if they so wish;
• Implementation to occur on 5 September, following the 11am zone push."

CARRIED UNANIMOUSLY

ACTION: Executive Director to seek supporting statements from Minister of Maori Affairs - Secretary will assist.

The President thanked Dr March and the DNC for their time and report.

Council broke for lunch at 12.20pm
Resumed 1.05pm

8. Admin Committee

(a) Council Meeting Schedule

The Secretary noted that the proposed meeting schedule was emailed to everyone several days ago.

02/82 MOVED (Secretary/Whittle) "THAT the meeting schedule be adopted with the January 25 2003 meeting to moved to Saturday 1 February 2003."

CARRIED UNANIMOUSLY

The next two meetings at least would be in Wellington.

(b) Appointment of 5th Domainz Director

Admin Committee was empowered Motion 02/63 to look for an additional appointment subsequent to E Longworth's resignation. The recommendation is to appoint Drew Whittle to Board of Domainz.

D Whittle left room at 1.07pm.
PoR 1:10

Cr De Salis left room 1.14pm.

A brief discussion took place.

02/83 MOVED (President/Carter) 'THAT Council approve Drew Whittle as a Director of Domainz for a period of one year."

CARRIED
Abstention: Whittle, Felt, Teernstra, Northover

9. International Affairs Committee Report

The Executive Director made an oral report in the absence of the IAC Chair. From the report two issues were raised. The approval by Council of the composition of the delegation to the Shanghai ICANN meeting in October and the recommendation that a Summit on International Governance Issues be held in November. There are budget implications with the second issue.

02/84 MOVED: (Secretary/Bourne) that the delegation to the Shanghai ICANN meeting be Peter Dengate Thrush (IAC Chair), the Executive Director, and Frank March (GAC representative).

CARRIED UNANIMOUSLY

Noted: InternetNZ notes that government has no provision to pay for attendance by the GAC representative. InternetNZ notes that the New Zealand government believes in a "light touch" in terms of the Internet, and InternetNZ believes that this message can best be communicated government to government at the GAC meeting. InternetNZ judges that it serves the best interests of the NZ Internet Community that the GAC representative attend this important meeting, and therefore has decided to fund his attendance. InternetNZ will make this decision known to government.

02/85 MOVED (De Salis/Secretary) "THAT a strong message of disapproval be taken by the appointed delegation to the ICANN meeting regarding the ICANN Board's approval of Verisign's wait-listing service against the recommendation of its own Domain Name Support Organisation."

ACTION: ICANN delegation to convey the message of disapproval to ICANN at the Shanghai meeting.

After discussion the recommendation to hold a Summit on International Governance was tabled for an e-vote after the IAC has submitted a formal proposal.

ACTION: IAC to prepare a proposal for a Summit on International Governance and forward to Council for an e-vote.

10. .nz Registry Services Board Report (NZRS)

President welcomed Board Chair Carol Stigley to meeting. The Chair had four items to report:

• The Board met last night and appointed the following: Auditor - Grant Thornton, Accountant - Curtis McLean, Legal Advisors - Quigg Partners.
• Last tranche of loan money is due into account 1 September 2002 ($200K). NZRS due to make first interest payment on 10 October 2002.

ACTION: Executive Director to ensure last tranche of loan is paid by Sept 1.

• New logo and letterhead displayed to Council.
• Board meets monthly currently but will drop back to bi-monthly. Board working well and new appointment of Nick Griffin as Registry Manager has been well received.
• Protocols - how Registry would report to Shareholder. The Board wrote to the President in July (copies circulated at meeting) and as there had been no reply the Registry had drafted a Reporting Policy with operational reports going to the DNC and Shareholder reports to the Council. Copies of the document were circulated and Council members asked to consider and comment as soon as possible.

ACTION: Council to consider the draft Reporting Proposal and provide feedback to the Board.

• The Registry will be ready for the SRS on October 12 and by December for the competitive Registrars market. The Project is on time and in budget. All risks with the exception of one are manageable. No threats foreseen except the IP numbers issue. If this issue is not sorted by Monday week (9 Sept), NZRS will meet and will seriously consider putting a pause on entire process.

President noted that the IP numbers issue had been addressed at a meeting before the Council Meeting and a process put in place to resolve. The Board's deadline is noted.

Cr Riley queried the fact that the issue of the IP numbers as a major risk to the SRS had been raised by both the NZOC and the Registry. He felt Council should be briefed in.

Cr De Salis stated that Domainz is committed to making the SRS work.

Extensive questions and discussion took place.

02/85 MOVED (Riley/Secretary) "THAT by 5:00 pm on Tuesday 3 September the IP number issue be resolved by all parties concerned - failing that Council will be convened by conference call at 7:00 pm on Wednesday 4 September."

CARRIED UNANIMOUSLY

Carol Stigley departed

11. Technical Committee

Richard Bourne, Chair, Technical Committee, circulated the Minutes of a meeting held 27 August. The key issue is the Terms of Reference. The intention is to approach the DNC and NZOC to offer technical advice services.

Secretary noted that a Registry/Registrar Committee will be set up to Technical Issues specifically for Registrars.

Cr Bourne said he would approach the DNC to seek representation on the Registry/Registrar Committee.

Farrar congratulated Tech Committee on providing Minutes and suggested other committees follow this example.

02/86 MOVED (Bourne/Teernstra) "THAT Terms of Reference for the Technical Committee be approved."

CARRIED UNANIMOUSLY

12. Treasurer's Report and July Financials

The Treasurer asked for questions on his published report . The Treasurer confirmed that he was not looking for a resolution to pass anything in the report at today's meeting. However, a full report would be available for next Council meeting for which a resolution will looked to be passed.

Clarification was sought as the figures looked very healthy. The Executive Director noted that $1.3M had been paid over to the Registry and this would show in the August Financials, and that $50K was the government funding for the NGI Capability Study. The Treasurer noted that the Management Fee from Domainz would cease after the Sept payment.

Council members thanked the Treasurer for the new format of the Financials . The Treasurer noted that there would be a bit more detail in the August statements once the budget adjustments had been done (see #7 above)

02/87 MOVED (Treasurer/Whittle) THAT the Treasurer's Report and July Financial Statements be received."

CARRIED UNANIMOUSLY

13. NGI [Internet2 (NZ)] Steering Group Report

Cr Riley spoke to the published report . The NGI Capability Study should be completed 2-3 weeks. In September there will be a Stakeholders' meeting to discuss draft which will incorporate original stakeholders plus all people involved in the consultation. Clearly a number of outcomes which were not outlined. The draft report will be made available to Council for comment.

The President noted that the Steering Group has been the most active of Council Committees and Working Groups over the last few months.

Cr Riley informed Council that financial support is coming from Research area and not depending on Council for financial support.

14. Executive Director's Report

• Report
  The Executive Director's Report was previously circulated. The Executive Director noted that the flagged governance/operational issues were already covered this morning in the meeting between the Domainz Board, Admin Committee, the DNC, CEO Domainz, and the Executive Director.
  The Executive Director had introduced Zofia Krawczyk, the new Office Administrator, to Council in morning and reported that she has been very pleased with her work to date.
• Business Cases
  The Executive Director pointed out that these have now been with Council for two months and that she still awaits sign-off or amendment in order to proceed with the areas which are not "business as usual".
  The President recommended that the Business Cases be referred to Chairs and Convenors for discussion and report back at the next meeting.
  Cr Riley recommended that the Internet Code of Practice (ICoP) Business Case be pulled out from the Business Cases and considered immediately.

02/88 MOVED: (Riley/Treasurer) "THAT the ICoP Working Group be established with following members: Streatfield, Riley, Carter, Forsyth; and that the members:

• Select Chair
• evolve ToR
• then Council e-vote on Chair and ToR
• and then the ICoP Working Group to evaluate business case by September 28.

CARRIED UNANIMOUSLY

ACTION: The ICoP WG to action Motion 02/
ACTION: Cr Riley to work with Executive Director on the remaining Business Cases to move them forward.
ACTION: President and Executive Director review and then forward them to Chairs and Convenors.

14. Strategic Planning Taskforce Report

No report presented. Cr Riley asked what the Budget Planning Cycle was. The Treasurer said that normally Admin Committee polls Council for Budget requests early in the new year, though it had been done in Nov/Dec last year.

ACTION: Executive Director remind Chairs/Convenors of Budget requests
ACTION: Executive Director remove Political Liaison WG - now part of L&R Committee
ACTION: Executive Director change over mailing lists in line with new Committee and WGs

Bill Parkin left meeting at 2.27pm, returned 2.28pm
Drew Whittle left meeting at 2.29pm, returned 2.30pm

15. General Business

Next meeting scheduled for Saturday 28 September 2002. It was agreed to start at 9:00am once flights have been checked.

ACTION: Executive Director check if flights can be arranged for all travellers for 0900 start on a Saturday (noting that a departure in the wee small hours should not be forced).

16. Meeting Finish

The President thanked everyone for their attendance and declared the meeting closed at 3.35pm.

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

© 2001 InternetNZ
Last updated 09 September 2002