Council Minutes 04/04/03

DRAFT Minutes of the General Meeting Of the Council of Internet NZ Held at the Internet NZ Council Room, L4, 4 Bond Street, Wellington Friday 4, April 2003 10 a.m.

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

Status: Draft

1. WELCOME FROM THE CHAIR

• Keith Davidson (President) opened the meeting at 10:05 a.m. and welcomed all councillors. He also welcomed Tim Russell from Deloitte Corporate Finance, who will be giving a presentation later in the meeting.

2. ATTENDANCE

1. Present
   Keith Davidson (President), David Farrar (Secretary), Chris Streatfield (Treasurer), Jonathan Ah Kit, Richard Bourne, Roger De Salis, Bert Felt, Howard Frederick, Bill Parkin, Simon Riley, Joop Teernstra, Peter Macaulay (Executive Director), Jennifer Northover, Drew Whittle, and Grant Forsyth
2. In Attendance
   Tim Russell, Director Corporate Finance from Deloitte, for Agenda Item 2a
   Debbie Monahan, Domain Name Commissioner, Agenda Item 5
   Frank March, Chair, NZOC, for Agenda Item 5
   Carol Stigley, Chair, .nz Registry Services
   Zofia Krawczyk, Office Administrator - audio recording
   Kim Kreutzer, Minute Taker
3. Apologies
   Rick Shera (Vice President), Nick Wallingford, Michael Wallmannsberger (standing apology)

MOVED: (President, David Farrar) "THAT the apologies be accepted."

CARRIED U

3. MINUTES OF THE PREVIOUS MEETING

(Agenda Item 1)

• Howard Frederick noted that the minutes were lucid and very accurate.

MOVED: (David Farrar, Richard Bourne) THAT the minutes of the Council meeting held on 15 February 2003 be accepted as a true and correct record.

CARRIED
Abstentions: Drew Whittle, Grant Forsyth, Jennifer Northover

4. MATTERS ARISING FROM THE MINUTES

• Clarify the "incident" (The restricted domains involved in the incident) discussed on page 4 of the minutes: The incident refers to the accidental deletion from the zone file of SRS.net.nz.
• Clarify the Staff on page 6: First 10 people are councillors or volunteers and the last 2 are staff members (executive director and domain name commissioner)

5. CONFIDENTIALITY AGREEMENTS

Due to conflicts of interest, Bill Parkin and Bert Felt have not signed the confidentiality agreement and will not be present while in committee. Roger De Salis has already indicated his conflict and also wasn't present for conflicted items

6. FUTURE OF DOMAINZ TASKFORCE

(Agenda Item 2)

• Agenda Item 2a - Briefing from Deloitte Corporate Finance [Confidential to Council]
  This presentation was given In Committee
• Agenda Item 2b - Report for March 2003
  This report was discussed In Committee
• Agenda Item 2c - Roles and Responsibilities

MOVED (David Farrar, Chris Streatfield) "THAT the council approves the roles and responsibilities outlined in this paper."

CARRIED U

MOVED (David Farrar, Chris Streatfield) "THAT the council delegates to the taskforce authority to appoint sale advisors, manage the sale prices, shortlist the interested parties."

CARRIED U

MOVED (David Farrar, Chris Streatfield) "THAT the report of the Domainz futures taskforce be approved."

CARRIED U

MOVED (David Farrar, Chris Streatfield) "THAT the council approve the appointment of Deloitte Corporate Finance as the sale advisor."

Discussion:
Cr Simon Riley: Wanted to confirm that the treasurer was in agreement with the pay structure presented by Deloitte Corporate Finance. Cr Chris Streatfield confirmed that he was in agreement.

CARRIED U

MOVED (Howard Frederick, Grant Forsyth) "THAT the council instructs the taskforce to consider and then to return to council with a recommendation on how it shall incorporate into the sales process the articulation and consideration of the society's desire to sell Domainz within the context of the aims and objectives of the society as expressed in the constitution. The articulation shall include that the society shall not be bound by highest bid and that it is willing to consider bids that satisfy objects of the constitution."

CARRIED U

Agenda Item 2d - Domains Business Plan

• This item will be discussed along with the Domainz Board Report (Agenda Item 3)

7. ADMINISTRATION COMMITTEE

(Agenda Item 6)

Agenda Item 6a - March 2003 Report

• Annual Report: The cost of creating the report is estimated to be in excess of $5000
• Set date of summit, planning started for 16 May.
• Paul indicated the need to make a decision about the date, as the time frame is very tight. Simon indicated that 3 months time was needed to prepare.

MOVED: (David Farrar , Chris Streatfield ) Approve the report of the Administration Committee

CARRIED U

MOVED: (David Farrar , Chris Streatfield ) Approve the production of an annual report for 2002/03

Discussion

• Simon indicated that the annual report should be more and could be used as a marketing tool, a reference document for the industry. Should add in statistics that constitutes Internet in NZ.
• Keith recommended that all committee chairs should contribute to the annual report document
• David asked the council how they would feel if the costs ended up in the range of $10,000 - $15,000 for overall production. There was no opposition to this. Simon, suggested adding a simple, nice cover, could make a big difference. Joop indicated that he was happy with the basic format and that it illustrated a non-profit organization.

CARRIED U

MOVED: (David Farrar , Chris Streatfield ) Set the AGM to commence on Thursday 19 June 2003.

CARRIED U

MOVED: (David Farrar , Chris Streatfield ) Confirm the date of the summit to be concomitant with the AGM.

CARRIED Abstaining: Joop Teernstra

Agenda Item 6b 2003/04 Budget

• No provision in DNC Budget for summit, so have included the entire summit budget in our budget.
• Budget Issue: Lack of identifiable income for the year
• Chris is happy with the outcome of this year's budget. There were no changes with the budget from last week.

MOVED: (Chris Streatfield, Bill Parkin) Approve the revised 2003/04 Budget

CARRIED U

MOVED: (Chris Streatfield, Bill Parkin) Refer the budget (including the DNC budget) to the AGM for members approval

CARRIED U

MOVED: (Chris Streatfield, Bill Parkin) Note that later this year Council will consider on a policy for future dividends and hence levels of expenditure.

CARRIED U

Agenda Item 6c Appointment of .nz Oversight Committee Members

Cr Jennifer Northover :

• Council should be elected and should have the authority to set up committees as it sees fit. Support the current status of the current sub committee that has been appointed by the committee.

Cr Grant Forsyth :

• Agreed with Cr Northover.
• Appointment of committee's is the responsibility of the council.
• The chair of the committees should be a council member.

Cr. David Farrar :

• Made a note there should have been consultation when being drawn up but did not have the time.
• Agreed that the status quo is acceptable, but need a process to accept other views. Also agreed that the chairmen of the committee should be council members.
• Indicated that the internet community should be included.

Cr. Keith Davidson :

• Noted that the committee is currently functioning well due to good luck and good judgements.

Cr Grant Forsyth :

• Noted that the committee is more powerful than others and that should be reconsidered. The council is the ultimate body responsible for the administration of the society, including the appointment of committees.
• Finds It inappropriate to peruse other models

Cr Jennifer Northover :

• Indicated that the appointment should not be through lotteries.

Cr. David Farrar :

• Provided some history on the matter: Council for 4 years only dealt with domain issues, the rationale was to have a small specialist group who would be able to deal with DNS issues and would free up the council.. It was not always intended to be a sub-committee. It was the quickest way for the council to proceed by conducting interviews and appointing.
• Still need to include the Internet community even if the status quo is good
• Should review it now before it becomes an issue.
• Should be debated not just in council.

Cr Chris Streatfield :

• Noted that this issue was discussed at the December Council meeting and was voted and agreed on.
• Delegated Authorities: With external authority, this council will loose the ability to delegate anything to that committee. It would cease to be a subcommittee to the council and become an independent body equal to this council. It would set its own constitution.

Cr Simon Riley :

• Noted that Council had agreed previously that it would come back and revisit this issue at every meeting.

Cr Richard Bourne :

• Indicated that the committee should be a delegated committee from this elected committee.

Cr Grant Forsyth :

• Indicated that he was not comfortable having a subcommittee that is independent of this council and that he doesn't support having a review.

Cr Drew Whittle :

• Indicated that the committee could lose all authority

MOVED (David Farrar, Simon Riley) Approve a consultation exercise with the internet community on the composition and appointment of the .nz Oversight Committee .

CARRIED 6 : 5
IN FAVOUR: Jonathan Ah Kit, Keith Davidson, Roger De Salis, David Farrar, Bill Parkin, Simon Riley
AGAINST: Richard Bourne, Howard Frederick, Grant Forsyth, Jennifer Northover, Bert Felt
ABSTAINING: Chris Streatfield, Drew Whittle, Joop Teernstra

MOVED (David Farrar, Jonathan Ah Kit) Approve the Executive Director to co-ordinate this consultation on behalf of Council with decisions to be made by 31 December 2003.

LOST 5 : 6
IN FAVOUR: Jonathan Ah Kit, Keith Davidson, David Farrar, Bill Parkin, Simon Riley
AGAINST: Roger De Salis, Richard Bourne, Howard Frederick, Grant Forsyth, Jennifer Northover, Bert Felt
ABSTAINING: Joop Teernstra, Drew Whittle, Chris Streatfield

MOVED: (David Farrar, Keith Davidson) Re-appoint Colin Jackson to the .nz Oversight Committee for a further term of two years until June 2005.

Discussion:
3 people coming due every year for 2 year terms.

CARRIED
ABSTAINING: Joop Teernstra, Grant Forsyth, Bert Felt

Agenda Item 6d Draft Governance Policy

• This item will be discussed at the next council meeting.

8. NZ OVERSIGHT COMMITTEE

(Agenda Item 5)

January 2003 Report - (Agenda Item 5a)

The January 2003 report was presented by Frank March, Chair of NZOC and Debbie Monahan, Domain Name Commissioner.

Frank has been asked by the committee to continue for another term as Chair of the NZOC.

Have designed a new procedure to deal with the process of authorization with the registrar. A draft policy has been created and has been through legal advice and is ready for consultation. Will be taken to summit (1st meeting in May)

Keith registered as a registrar. Have agreed on a procedure. Keith will need to sign a declaration of conflict of interest. The document outlines the sort of info that should not be shared or taken advantage of. This document is posted on the Website. Provided that the process is followed, there is no need for Keith to absence himself from the normal business of the committee.

Discovered that the .nz Oversight Committee failed to register their own interests. Every NZOC member now has signed and returned a declaration.

The registry agreement is still to be signed and Debbie is currently pursuing.

Will set up DNC as registrar

There is a very large number of lame delegations in .nz. .1% - .2% is normally considered high in the international community. .nz currently has 5%-10%. Agreed to refer to the technical community for a review.

The 2LD review could be a lengthy process (possibly 6 months). The review needs to be wider than the Internet community. Will submit a formal recommendation for the moratorium to be lifted.

$1,000 payment was due at the wrong part of the process, should receive the payment at the time of receipt of the application. The existing policy is to complete one application before completing the next.

The market share of registrars is currently confidential

February 2003 Report - (Agenda Item 5b)

The January 2003 report was presented by Frank March, Chair of NZOC and Debbie Monahan, Domain Name Commissioner.

Domainz now has less than 60% of domain names in .nz

In declaring the market competitive a number of criteria were used including number of domain names, number of registrars and the nature of the registrars

Frank noted, that if council members direct questions directly to him, he will respond or refer to Debbie to respond.

There is an issue with the current e-mail template used by Domainz, in that it does not meet the validation rules and will have to be modified once they are no longer stabilising registrar.

32 authorized registrars as of March

1st registrar has been suspended. Terms and Conditions displayed were incorrect and were suspended until corrected. They have since been reinstated.

Must ensure that when the money is received, the registrar must be updated.

E-mails to Registrants will be sent in batches. The next e-mail will be sent April 15th and the last in the middle of August. The whole process will be completed by the end of August.

9. .NZ REGISTRY SERVICES BOARD REPORT

The NZRS report of 31 January covering the third quarter of the year and the 31 January letter on fees setting were presented by Carol Stigley, NZRS Chair.

• The annual report has been presented to the accountant. Expect to receive papers back from the accountant 12 of May 2003.
• Set the AGM for the same day as InternetNZ's ie 19 June.
• The Wellington based members would like to attend the INZ AGM.
• Completing the planning for the year ahead and picture planning for the next 3 years ahead. When finalized will present plan to the council for approval.
• As of 31 March, there were 28 registrars in the production system and 26 in the test system. 124,437 names (not total, because of the grace period). This is ahead of previous projections of 109,000.
• Finalised connection agreement.
• Feel that the company is past the initial hurdles. Although outages to date had been minor the bedding process would go on for some time yet and the 2003/04 year was being considered as a foundation year. However, feel the intial setting up problems are past.
• Working closely with suppliers
• Will review support agreements
• Have developed set of assumption for next 3 years
• Releasing of source code: Have had requests, and are prepared to make a quick decision should it be needed immediately. It is agreed that the soon this is done, the better. However, we still need to think about the processes of how to release the code and the implications of doing so.
• Look forward to opportunity to discuss company's request to set domain name fees.

ACTION: Keith, Frank, Carol all need to meet regarding the fees setting request.
ACTION: Invite Peter to 15 April 2003 Council Meeting
ACTION: Carol will talk to Frank about going to NZOC meeting

10. DOMAINZ BUSINESS PLAN

(Agenda Item 2d)

This report was discussed In Committee

MOVED: (Drew Whittle, Chris Streatfield) Approve the business plan of Domainz , under section 9.1 and 9.2 of the Stabilizing Registrar Contract.

Discussion

Cr Simon Riley: Noted that he will approve, but is reluctant to accept the business plan.

Cr David Farrar: Noted that the plan must either be approved or remitted back for changes.

Cr Keith Davidson: Noted that the Plan has been submitted for Internal QA by Domainz Future Taskforce.

Cr. David Farrar: Noted that we only own for 6 more months and that a new owner could change the business plan.

Cr Richard Bourne: Noted that Domainz should work out their own future business plan.

Cr Simon Riley: Indicated that there are no assumptions listed in the plan and questioned what else the plan maybe missing.

CARRIED
Abstaining: Simon Riley

MOVED: (Simon Riley, Chris Streatfield) Ask the Executive Director to formally notify Domainz of the approval of the business plan .

CARRIED U

11. INTERNATIONAL AFFAIRS COMMITTEE

(Agenda Item 4)

1. Report for March 2003 - agenda item 4a
   Jennifer read the notes from the international meeting (the meeting notes are published on the website)
2. APTLD Report from Sue Leader - agenda item 4b
   Written Report was received.
3. Ipv6 Report from Roger de Salis - agenda item 4c
   Written Report was received.
4. APRICOT Report from Pete Macaulay - agenda item 4d
   Written Report was received.
5. APRICOT Report from Keith Davidson - agenda item 4e
   No report presented yet.
6. Verbal Briefing on March ICANN Meeting - agenda item 4f
   Oral Report was presented by Keith Davidson.

12. EXECUTIVE DIRECTOR'S REPORT

Agenda Item 7

Peter Macaulay presented his first Executive Director's Report .

• Communication plan is vital
• The annual report should be a part of the communication plan
• A website is underway, Web Event will be up and running in a week or two. Hope to get sponsorship for communication technologies.

13. PRESIDENT"S REPORT

Agenda Item 8

No President's Report was presented, however it will be sent out in a few days.

14. TREASURER'S REPORT

Agenda Item 9

The Treasurer's Report was presented by Chris Streatfield.

• The financial situation is clean
• It was noted that for taxation reasons, we need to keep a clean financial separation between the DNC and the council. The DNC does not currently have a separate account, however, a separate deposit account within the society does need to be set up. Cost of membership and membership fees need to be separate. The society must have clear lines of audit trails, otherwise the society is at risk of losing the tax deductible status of the DNC fee

1. January 2003 Financial Statements
2. February 2003 Financial Statements

MOVED: (Chris Streatfield, Joop Teernstra) "THAT the Treasurer's report for January 2003 and February 2003 be received"

CARRIED U

15. GENERAL BUSINESS

Agenda Item 10

Voting

• Jennifer noted that a significant number of issues are being passed by 1 vote. She proposed that an amendment should be passed to require a majority.
• Chris indicated that this would have to be a by-law.
• Keith indicated that a minority could hinder the committee's ability to address several issues.

Nominations

• David reminded the committee to start thinking about nominations for President and Vice President. The nominations will open on April 19 and remain open for 5 weeks.
• Simon noted that people need to self qualify themselves, and assign themselves to a committee
• David: Job Descriptions will be posted on the website. Candidates will need to be public on which committee or taskforce they want to be on. Self nominations are okay in that the Secretary will de facto nominate interested parties.

MOVED: (Jennifer Northover, Joop Teernstra) The number of council meetings attended by councillors since the last AGM for all councillors should be published.

CARRIED U

NEXT MEETING SATURDAY 31 MAY

16. COUNCIL END 4:30 p.m.

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

© 2001 InternetNZ
Last updated 14 April 2003