Council Minutes 31/05/03

DRAFT MINUTES OF THE GENERAL MEETING OF THE COUNCIL OF INTERNET NZ HELD AT THE INTERNET NZ COUNCIL ROOM, L4, 4 BOND STREET, WELLINGTON SATURDAY 31 MAY 2003 10.00 AM

STATUS: Draft

WELCOME FROM THE CHAIR

Keith Davidson (President) opened the meeting at 10.10 am and welcomed all Councillors.

ATTENDANCE

• Present: Keith Davidson (President), David Farrar (Secretary), Chris Streatfield (Treasurer), Bill Parkin, Simon Riley; Michael Wallmannsberger, Nick Wallingford, Peter Macaulay (Executive Director), Jonathan Ah Kit, Joop Teernstra, Grant Forsyth, Howard Frederick, Jennifer Northover, Richard Bourne [Roger De Salis arrived 12.50 pm]
• In Attendance: Carol Stigley, Chair, .nz Registry Services, Anne Urlwin, Director, .nz Registry Services and Nick Griffin, Registry Manager, .nz Registry Services (for Item 8); Debbie Monahan, Domain Name Commissioner and Frank March, Chair, NZOC (for Item 10); Zofia Krawczyk (Office Administrator - Audio recording), Kirsty Bennett (Minute Taker)

Apologies: Drew Whittle, Rick Shera (Vice President)

MOVED that apologies be accepted
Keith Davidson/David Farrar

CARRIED U

ITEM 1 - MINUTES OF PREVIOUS MEETING

Discussion

• Joop Teernstra noted correction to Administration Committee minutes (Item 6). He abstained on 2nd motion regarding cost of report from $10,000 to $15,000. He did not abstain on 4th motion.
• Jennifer Northover noted Item 6a 3rd bullet point should be Peter instead of Paul.

MOVED that subject to the above corrections the minutes of the Council meeting held on 4 April 2003 be accepted as a true and correct record.
Chris Streatfield/Richard Bourne

CARRIED

MATTERS ARISING FROM THE MINUTES

• David Farrar noted that Keith Davidson has been re-elected unopposed as President of InternetNZ and Council congratulated Keith on his re-election. Keith noted that this must be his final term as President.

ITEM 2 - FUTURE OF DOMAINZ TASKFORCE

Sale of Domainz - Discussion

• Howard Frederick raised several queries about wording of clauses, advertising, qualified interested parties, confirmation that offers were not limited to cash sales.
• Chris Streatfield advised that there were no criteria to qualify as an interested party, they just needed to sign Memorandum of Disclosure to obtain an IM. Peter Macaulay noted that Tim is very aware that wording must be clear but he would check.
• Keith Davidson noted that if interested parties were not short-listed they would be asked to return information. Also noted IT industry in NZ aware of impending sale and it was thought there were perhaps 30 interested parties.
• Peter confirmed ad is not limited to NZ. Advised that he has started drafting press release.
• Howard requested reference in press release that not just cash buyers wanted. Gave examples of Bartercard, iwi, runanga, communities, property which brings in income and saves on lease rentals.
• David noted Society was writing to every ISP, every registrar, everyone coming forward unsolicited and others, trying to spread net widely. Although accepting highest bidder was always easier to justify, offers would not be limited to cash or property which could be valued. He noted however, if part Taskforce needed to set up matrix to evaluate offers. That would be done as offers come in.
• Simon reiterated Howard's point of accepting offer, which was in best interests of Internet community. Gave example of .org.
• Peter noted that ad did not stipulate cash only or otherwise. Just said for sale.

MOVED that the report of the taskforce be accepted
Keith Davidson/David Farrar

CARRIED (Abstained Howard Frederick)

Termination Stabilising Registrar Agreement - Discussion

• Keith noted that although it expired on 30 September, it was necessary to terminate it on the date of sale as it was essential that it did not bind the purchaser.
• David noted that as Domainz exempt from SRS rules,could be affected by early termination so important to notify at early stage. Any company bulk-biller once it became a Registrar could take names with it but after termination individual clients would need to sign up.

MOVED that the Society terminate the Stabilising Registrar Agreement with Domainz as on the date of settlement and transfer of the funds of sale, if prior to 30 September.
Keith Davidson/David Farrar

CARRIED U

ITEM 3 - ADMINISTRATION COMMITTEE

(a) Report for April/May 2003

• Chris noted audited reports completed on time, consolidation on time, accountants looking at taxation.
  

  MOVED that the Society extend congratulations to Chris, the accountants and everyone else involved for preparing society accounts under extremely tight deadlines.
  Keith Davidson/David Farrar

  CARRIED U

  MOVED that the report of the Administration Committee be accepted.
  David Farrar/Chris Streatfield

  CARRIED U

(b) Committee Chairs - Discussion

• Chris noted point of order in last sentence. Change, if not b then should do a.
• David noted that feedback was better than normal. Overall it appeared that there was more support for Chairs to be on Council.
• Jennifer supported that chairs should be Councillors but there could be exceptions. Option 2 had looser wording, the summary was not as tight as had been presented.
• David noted that this was Council policy only so if Council voted for a, Council could subsequently override. It was not in bylaws or binding. Binding on President but if situation arose could make exception.
• Chris noted policy went before members and voted by members. Not voted by Council, which could not just override.
• David advised AGM never addressed this point. It is a supplementary point. If members think so they can change or amend at AGM.
• Joop did not want position to remain in default. Council should adopt one of the options. His preference was 2.
• Richard supported option 2. Did not have to limit to Councillors when there were better people out there. Did not have to vote each time. Give discretion to chair to make on a case by case basis.
• Howard supported option 2. Gave extreme example of chair operating outside interests. Suggested President should have power not just to recommend to Council but also to remove if working outside.
• Chris noted that everything worked on recommendation at present time. Council could reverse that process but commented that it was consensus driven.
• Keith noted that there was no process to fire people.
• Nick supported option 2 - 2 levels presidential discretion and Council appointment.
• Grant noted that option 1 should be preferred choice. Not absolute. Preference is captured in 2.
• Keith noted 1 is preference but not exclusive.
• Grant commented that oversight committee in particular was quite different from others, eg technical, and oversight committee had substantial influence. There needed to be distinction, because of the oversight committee's impact from governance point of view and a chair should be elected.
• David noted that if NZOC chair was to be a Cr, then one needed a couple of Councillors on it, or if they appointed just one it was done in the knowledge they must become chair.
• Jennifer commented that rules for committees were all different. Keith concurred.
• Chris noted that he has considered question of all chairs for all committees sitting for election. Many problems arise; need non-attached Councillors, non-executive directors; Society already has provision for non-elected, non-voting members who can attend meeting and address. Suggested he write a paper on the topic as way forward.
• Keith noted that NZOC appointments hand-picked according to their strengths and personal philosophies. Council was lucky but on other hand it was giving lot of power away and could eventually fill spots with people who might be damaging. So question of process.
• David advised that option b ensured that Council was responsible for business of Council. Councillors had fiduciary duty and duty as to confidentiality etc but non-Councillors important.
• Nick noted rigour that chairs if not present were kept fully informed. Also any committee not chaired by Councillor needed to take account of long term and guided same way as Council.
• David commented that Council logical chairs. Only where someone had passionate interest, where contribution substantial should selection be made at expense of Councillor. Preferred option 2 because it endorsed that philosophy.

MOVED that Council policy be that it expects the president to generally nominate members of Council as committee chairs but that the president retain discretion to recommend other members if he or she feels this is best.
David Farrar/Chris Streatfield

(Jennifer requested provision for contingencies such as vice-chairs. Chris confirmed Council still retained that power - not tabled)

CARRIED U

MOVED that effective from after the AGM that any committee chairs not members of Council be added to Council mailing list, to be discussed by Council.
David Farrar /Nick Wallingford

CARRIED U

(c) Combined meeting schedule for next year.

David spoke to report. Emphasis was to try to make committees more functional, better at bringing issues forward to Council. Advised that AGM 2½ weeks away. July 4 next meeting after AGM and max 2 new Councillors but thinking planning session, induction etc and work plan. Also confirm committee chairs. Maybe e-vote. Next Council meeting is 6 weeks after. Will possibly commence strategic plan, dividends, governance.

• Simon would like it to become annual planning cycle. So build in more components. Simon and Jennifer have done work on strategic planning and started writing. Simon noted cost of Council travel. Suggested audio-conferencing which was cost-effective and convenient but set against intent to meet physically.
• Keith says legal and regulatory committees haven't met yet, unfortunate especially when so much occurring in this area.
• David says unanimous at last summit that legal and regulatory is key work. Confirmed $3,000 set aside for each committee, to be used however the committee decided. At least 1 or 2 meetings needed to be face to face, especially planning the budget, but otherwise up to each committee how they best operate.
• Simon noted if shorter meetings, then could schedule for am or pm rather than full day.
• Keith noted that as time goes on meetings will probably be shorter. But if more frequent, more business to cover. Mindful of criticism from previous Councillor that Council merely rubber stamping.
• Chris noted financially that he agreed.
• David advised that meetings did not have to be in Wellington.
• Simon wanted to ensure meetings were shortened. Not for chair, but reorganisation.
• Keith advised Council used to meet, break into committees then come back. He was quite happy to return to that format if it meant progress.
• Grant asked if the Society wanted to relocate to Auckland? Reasonable to assume more Councillors will come from Auckland.
• David advised looking at co-locating with NZRS and DNC in March next year. Wellington basis is historical. DNC goes to Auckland frequently.
• Simon noted that whether office in Auckland or not, would need to be in Wellington at least couple of days a week.
• Peter noted Wellington location absolutely essential. Needed significant presence here.
• Simon noted valid criticism that Society was Wellington club. Not just location but other factors. Wider constituency and other issues.
• David commented that in other organisations, main office in Wellington but meeting room retained in other locations such as Auckland. Suggested similar set-up for Society could be considered.
• Bill noted that Society could be outfitted for video conferencing. Richard agreed.
• Simon commented that face to face meetings had value but in reality, work has already been done. There is no real debate on the issues, it never comes to the table. In next 12 months wants a radical change.
• Peter noted that meeting schedule will be on new web event. Members and Council will have access.
• Joop asked why international committee meeting scheduled week before (ICANN) meeting. David advised that basically it was a briefing for the meeting. Joop commented that (ICANN) often provided information only 24 hours beforehand. Joop would prefer to tie committee meetings to Council meetings.
• Keith commented that advantage, once meeting schedule is posted on website, all prospective Councillors can see what's on, what is workload.

MOVED that the meeting schedule be approved.
David Farrar/Chris Streatfield

CARRIED U

David noted Bert's resignation. Explained that Bert had a further 1 year on Council. If he had resigned few days earlier, would have expanded vacancies at AGM, however nominations had closed when resignation received. Effect is that following AGM there will be by-election for that vacancy.

(Meeting adjourned at 11.45 am, resumed at 12.00 Noon)

ITEM 4 - TECHNICAL COMMITTEE REPORT

Lame Delegations
Richard spoke to report . Focussed on Lame delegations. Current policy states these should be automatically de-activated but this does not appear to be happening. Only check is that there are 2 names in database, not whether the servers are live. Proposal that lame delegations should be checked, to be done by DNC office. 2 recommendations to DNC:

1. Policy that states Council considers Registrars should check lame delegations on a monthly basis;
2. Monitored by DNC

Discussion

• Chris asked if NZOC should be responsible for creating that policy. Noted that given committee, they should draw up draft.
• Simon commented that as a member of committee, there was a growing consensus, strong operation and DNC natural place to start.
• David suggested amendment. Can't just change policy, Council ask NZOC to make report on technical committee recommendation.
• Nick noted that LDs was within Registrar's current work and some Registrars did check initially.
• Richard advised Registrars did at beginning but did not keep it up
• Keith noted Internet had process, when was checked by Domainz, one server always down. Richard clarified that was implementation issue, resolved.
• David advised that you can have less than two names servers to register a name, but your domain name would not be pushed into the zone file.
• Bill noted the need for real numbers.
• David suggested amendment.

MOVED that Council ask NZOC to consult and report back on the recommendations from technical committee namely - [recommendation 1] that NZOC adopt policy to avoid lame delegations and [2] that the DNC set up a mechanism to regularly test for lame delegations and process for advising registrars of offending domains.
Richard Bourne/Nick Wallingford

CARRIED U

IPv6
Richard noted excellent report. Raised issue of future with questionable technical and commercial benefit. Society needed to keep an eye on it but did not want to get too hung up on it or get too far behind it. Recommended the Council find someone who wanted to champion IPv6 and get behind them.

Discussion

• Peter advised that he might have potential champion.
• Keith advised that Council had resolved to support IPv6.
• Joop commented that Council needed not only to ask for champion but also to find someone who has good reasons against promoting it or for writing another version of it. IPv6 violates end to end principle of Internet especially because it introduces bids that can be acted on by specific routers. Potential for undermining principles of the Internet.
• Keith advised of $120,000 investment by smaller providers. Just of interest with IPv4, if allocates numbers to fridges, cellphones, you will eventually run out of numbers. Put it in context with IPv4.
• Simon noted Council is not necessarily committing itself or country, but committing to forum for discussion. Providing neutral forum, pockets emerging. Happy for discussion and constructive dialogue. Over next 2 years will extract a position that industry and interested parties can develop. In report may be over-zealous.
• Keith clarified it is a motion and read out resolution from 3 meetings ago that society would support and be a leader for IPv6. Also resolved society form a committee to implement migration to IPv6
• David noted that Council can ask Tech Cmte to bring back a policy which is less dogmatic than current one.
• Grant preferred word leadership rather than champion. He took no position but could support society being involved in discussion of leadership. Asked why tech committee had any inclination?
• Simon replied that IPv6 is integral to all that research. It is an advanced research network, at leading edge.
• Grant clarified question. Did not want to be too specific other than to suggest when opportunities have been presented including opportunity to work with IPv6, they had been thwarted. Therefore question whether NGI had commitment.
• Simon - NZ Rep on board, confirmed that there was a range of views. But view he took back, tech application group, IPv6 is kind of written in. Again requirements in terms of moving forward in Stage 1, requirements are evolving as discussions with suppliers are evolving. So it's still in fluid state, still not at detailed specification stage. Happy to support motion, have discussion and take it back to board.
• Grant advised he was happy to leave it to tech comm. Would have to isolate discussion. Declined to make motion.
• Nick congratulated tech comm. Preferred "expert at subject matter" rather than "champion". Suggested previous support may have been premature.
• Keith suggested Andy Linton, and Joe Abley who is coming to UniForum because his internal networks are IPv6 as well.
• Simon noted that Council needed not just technical facilitator but someone who can bridge across.
• Richard noted need to ensure society was objectively viewing IPv6. Did not want to get too much into obvious bias.
• Keith noted that society would use those people as tech encyclopaedia. Also net still has lots of Windows 95 so there's connectivity issue.
• Simon noted that real action point is finding people interested in working party. Pros and cons are well documented. But eventually will have migration, and already there are pockets of activity in NZ. Council needs to decide how to deal with that.
• Richard suggested facilitating different camps.
• David suggested a report back from discussion at NZNOG forum. Simon noted Roger is a Councillor and could report back.
• Peter noted that IPv6 exists, running, used extensively in other countries. Not for or against it, it's a matter of how. Keith noted that society needs to be conscious of day IPv4 becomes minority and should be predicting those days.

Online collaboration
Simon advised that he met with group, will come back with recommendation of how suitable it is. Joop asked where based? Simon advised US-based.

Internet time server
Richard advised cost would be cost of machine. Not so much sponsoring as hosting.

MOVED that technical committee report be accepted.
Richard Bourne/Bill Parkin

CARRIED U

ITEM 5 - EXECUTIVE DIRECTOR'S REPORT

Festival
Peter circulated additional material on Festival.

• Spoke to report . Emphasised not in list of priority. Wants to ensure every process has definable outcome and presently some don't.
• Howard noted Auckland relevance was missing, from list of stakeholders and peer organisations, is Wellington-centric. Peter advised that he worked from list he was given. If he is given other names he will add them.
• Grant questioned whether INZ would make submission on telecommunications issue. Commented that first round submissions closed but commissioner never closes ears. If Council of a mind, Grant can put something together. At heart of Broadband.
• Keith suggested Grant and Rick work on something. Grant noted not 240, just furtherance of broadband in NZ.
• Chris concerned that sponsorship being dropped in without discussing with Council. Should clarify with Council whether it should be done, specifics before Council gets into commitment. Peter confirmed Citylink sponsoring cocktail party. Chris advised he was not concerned with specific activities, but with sponsoring InternetNZ without consulting Council. Peter advised wording was mistake. Society was not sponsored, but society will use sponsorship for specific events.

Code of Practice

• Peter thanked Chris for CRN database. Advised straw poll result showed Code was necessary. He was working through non-Internet codes, eg British banking code, good example of industry producing a code that is understandable by users and still clear in intent. Met with Xtra last week to discuss why society was pursuing code of practice and why Xtra should be involved. Hasn't spoken to Rod Snodgrass but has achieved commitment to work and be contributor.
• Joop referred to SPAM (4.7.1). Advised that they will put together a number of definitions and take it to poll. Peter advised that it affects not just users. He is meeting Direct Marketing next week.
• Keith noted that NZ-based SPAM is very small and people taking extreme steps to eliminate it compared with say Korea.
• Peter noted that little could be done before AGM and event. Output from festival session on SPAM will drive processes. Discussion on how to do it, work with ISPs and other bodies, work on definition of opt-out site. Shows us taking action.
• David noted that no matter the good intentions, authoritative opt-outs would not work. Opt-in is always the preferred model.
• Simon noted that Australian Internet association conducting outreach research. Roger would expand technical level. Asked whether NZ had resources and right level of support to be effectively engaging in this.
• Peter answered no. They were still defining what was needed. Peter advised that by the end of next week he would have met with administration committee and would have answers
• David noted that there was provision for 3 staff in office and budget allowed for more resources. Commented on administration committee priorities. Once government said voluntary code was needed to prevent legislation, issue moved from Priority 3 to Priority 1.

MOVED that the Executive Director's report be accepted. Keith Davidson/Chris Streatfield

CARRIED U

(Adjourned 1.10 pm, resumed 1.40 pm)

ITEM 10 - DOMAINZ REPORT

• Roger read report from last meeting. Committee is working with taskforce for sale within timeframe.
• David noted annual accounts came out well considering circumstances.
• Roger noted April was less of a loss but still loss. Gave example cost of call centre for domain related issues. It is the only place people can call to talk to someone. DNC not contactable. When Domainz sold, who will registrants call? If registrant has problem with registrar, who do they call? Roger says if system crashes (domain falls off, can't send email because nothing is working). This is a basic service issue, which is not being addressed. Noted need for place to resolve conflicts between registrars/registrants.
• David commented that NZOC should be made aware of the perceived problem.
• Jennifer noted the problem to raise with DNC. She advised that problem is historical, people used to go to Domainz first.
• Keith commented on relationships registrant with registrar then registrar with DNC. Probably 90% of calls could have been sorted out by registrar. If you put them in contact with DNC you're just going to transfer problem from one to another.

MOVED that Domainz report be accepted. Roger De Salis/Chris Streatfield

CARRIED U

ITEM 6 L - INTERNATIONAL REPORT

MOVED that the international affairs review opinion circulated with the minutes should be deleted from the Council papers

Chris Streatfield / Jennifer Northover

CARRIED U

Jennifer presented verbal report.

• Received report from ICANN.
• Progress made since Taiwan.
• Response from NZCCO.
• Peter seeking approval to attend APTLD conference in Kuala Lumpur (Keith noted subsequently changed to teleconference).
• ICANN attendance at Montreal. Confirmed recommendation for Peter and Grant to attend as well as DNC, reommended up to $5,000 assistance to Grant as he will be in North America already.
• ITU activities causing concerns. ALAC not bottom-up organisation. Impression disorganised.
• CCNSO Council will be of individuals, not of member TLD Managers.
• Budget update - high budget committee so should be controlled
• PDT noted GTLD registrants not well represented.
• Jennifer will email minutes to Council members.

MOVED that the International Affairs Committee report be accepted.
Jennifer Northover/Nick Wallingford

CARRIED U

(Adjourned 2.05 pm, resumed 2.20 pm)

ITEM 8 - NZRS REPORT

The President welcomed Carol, Anne and Nick from NZRS and conveyed congratulations from Council on their work in producing annual report.
(Rest of report taken in committee)

MOVED that the Company Plan from NZRS be received.
(Keith Davidson/Bill Parkin) Abstained Chris Streatfield/David Farrar

CARRIED

MOVED that 4th quarter report be accepted .
(Keith Davidson/Bill Parkin) Abstained David Farrar

CARRIED

(Adjourned 3.20 Resumed 3.25)

ITEM 9 - NZ OVERSIGHT COMMITTEEE REPORT

The President Welcomed Frank and Debbie.

• Frank addressed the meeting. Invited questions on report as tabled.
• Council moved into committee from 3.30 pm to 3.37 pm.
• Simon inquired on constituency of RAG. Jennifer answered, giving names. Frank advised Domainz has representation as of right. Loose constitution. Advisory group. Needs own vested mode of operation. Secretariat and chair is Debbie. Might be preferable to rotate chair. Debbie says all authorised registrars voted. 8 nominations, 5 places. 26 registrars, no abstentions. Frank noted process generally very positive. DNC meets costs.

(c) .geek.nz
Frank noted issue has not been considered as committee but report circulated. Vast majority in favour and subsequently 10 replies received, one against, 9 in favour. Frank impressed at quality. Refer to Council with positive recommendation that an interim decision be made and then validated at ?

MOVED that Council interim decision be to approve the creation of .geek.nz and invite submissions on the interim decision with final decision at the July Council meeting.
(David Farrar/Nick Wallingford)

CARRIED U

• Frank advised that NZOC and DNC extremely happy to assist Council in completing application if that is the will of the Council.

Fee Setting

• Frank reported on fee setting process. Discussions started in January. 3 groups involved - Council, NZOC and NZRS. Level of fee is policy issue, of general public interest and concern as to budget of InternetNZ and NZOC, which has a fiduciary duty on the board. Can't set as a commercial decision alone. Reached compromise situation. Suggested to Council terms of reference of NZOC, to be amended - Decided to go through process of discussing changes to the terms of reference and terms not yet referred to NZOC.
• Read out recommended amendment to terms of reference, which is that the fee shall be set by NZOC and NZRS jointly by way of recommendation to Council. Frank's own preference to establish high level of policy in terms of setting fee, that the fee should always be set with interests of the registrants, that in the medium term should expect to see fee diminish and would expect to signal to market well in advance any change to fee so market does not destabilise. That would establish basic framework. BUT not discussed with NZOC yet.
• Keith noted he thinks all three parties would be satisfied.
• Frank added one thing missing is need for someone to initiate and carry process through, should be NZOC and formally directed to co-sign. See it basically as managing process but not outcome.
• Jennifer noted Council has responsibility for registrants and others, where the buck stops so supports what Frank is saying.
• Roger noted one additional measure, which is average US price. Fee can't get too far away because push people away.
• Simon questioned lowering the fee, whether as a matter of policy, there will be a regular process, and if so, whether it will be yearly or what.
• Frank answered has to fit within overall budgeting process. Initially there will be no movement from $2 because unknown budget but can't do that next year. By 1 Sept need to know dividend requirements, actual costs taken together with market trends will inevitably lead to reduction in costs. Eventually review will be annual, but policy to go down and signalled to market well in advance.
• Frank asked if recommendation put forward whether Council would look favourably. Keith replied more than likely.

NZRS - outage for 2 hours on 29/30 April

• Frank advised this episode created lots of discussion in NZOC. First, very long time and took registry outside of its SLA. Acknowledged by parties. Alarm system was not picked up on and in the end resolved by registrar independently contacting Debbie who then got it seen to. Sent letter to NZRS, which has responded. Acknowledged and accepts points made; and reassures NZOC that problems have been addressed. In NZOC view this should be sufficient to address, but was a serious problem.

(Council went into committee until 4.20 pm)

Jennifer and Grant left 4.20 with good luck to Jennifer for forthcoming InternetNZ elections.

• Frank noted Debbie's job is more than 12 months old. Frank undertaking review now and will resolve within 2 weeks.
• Richard raised lame delegation issue with Frank. David read his notes. Keith advised formal notice will come. Technical committee will give support.

MOVED that DNC April report be received.
Keith Davidson/Chris Streatfield

CARRIED U

Record thanks to retiring Councillors Howard, Richard, Joop. Also wished other Councillors standing best of luck.
Howard gave farewell speech commending members on their hard work. Very keen to stay involved.

Howard and Joop left 4.35.

ITEM 7 - GOVERNANCE AND CONSTITUTIONAL REPORT

Chris tabled report and invited questions.

• Simon commented on evolving role of Admin Cmte. No detail expressing what role could be and wording. An exec committee has special powers, normally relate to financial affairs. In some circumstances, general board does finances, exec committee does everything else. Therefore more than just a name change. Warned that could be seen as a Wellington club. Will allow fewer meetings, maybe 4. Gives time to have more meaningful meetings at committee level. No rules to define exec committee. Noted that Council can decide but it does have particular financial and management responsibilities. Asked Council not to treat lightly. No recommendation made that answers issues raised. Would like it to go back and frame up policy.
• Chris responded. In New Council Year when new Council commences meetings, all committees will need to forward terms of reference for endorsement by Council. Paper out in Nov 2002 on this topic. Would be considerable drop in time needed for Council meetings. Agreed that there should be debate, not just name change.
• David commented that all terms of reference come to Council. Council can then authorise admin committee to make terms of reference. Does not think there will be a constitutional change, if divergences appear, Council at end of day has to have the ability to be able to pull things back. If Constitution gives power to exec committee, will produce two different power structures. Unconcerned at decision, if you want admin committee only, how do you stop it from taking on further things? Needs to be dealt with by some sort of group.
• Chris responded. Some kind of constitutional protection is needed. If Council is to have exec committee then there is a need for just certain level of acknowledgement in constitution.

(Roger left 4.40)

• Simon noted difference between evolving structure and just evolving terms of reference. Discussion David and Simon regarding change to constitution, change to bylaws. David commented that it would be useful to have vote so there is no opposition.
• Chris consented to write paper along lines of what Simon wants. Simon offered that they work together.
• Richard noted that committees would be formed after AGM and ratified there.
• Nick re-read what was said in November, onus was on existing admin committee to develop changes, which would be adopted.
• Chris suggested of the 3 recommendations, 1 and 3 have to go before members. 2 debated in Council.

MOVED that Council agrees in principle that 1) There be a change to the constitution to extend the period within which the AGM must be held from 3 months to 4 months following the end of the financial year.
Chris Streatfield/David Farrar

CARRIED U

MOVED that Council agrees in principle that 2) The administration committee be formally evolved into the executive committee.
Chris Streatfield/David Farrar

Discussion

• Simon spoke against without detailed TOR.
• Chris advised they are putting up paper.
• Richard noted that if Council did not vote on it, the president could take on board what's been said.

Chris withdrew motion.

MOVED that Council agrees in principle that a constitutional provision be made to permit the AGM to be held electronically and to include a proviso that X members (minimum to match quorum) may petition to hold any given AGM as a face to face meeting.
Chris Streatfield/David Farrar

Discussion

• Richard asked if there were any restrictions imposed on incorporated societies. David advised that there were no problems

CARRIED U

ITEM 11 - PRESIDENT'S REPORT

The President tabled his report and commented that he had nothing to add.

MOVED that the President's report be adopted.
Keith Davidson/Chris Streatfield

CARRIED U

ITEM 12 - TREASURER'S REPORT

Chris spoke to report. Advised that March draft report would need to wait as end of year took precedence. Peter had consultant come in with Quickbooks. Happy with way things are going.

• Simon asked whether the society had underspent?
• Chris advised report in papers unaudited. Total underspend $463,000 but $324,000 of that belonged to DNC.
• David explained DNC surplus earmarked for DNC needs
• Chris explained that underspend different from surplus.

MOVED that reports for April be received.
Chris Streatfield/Nick Wallingford

CARRIED U

GENERAL BUSINESS

1. Jonathan Ah Kit thanked Council in case he doesn't get voted back on.
2. Keith noted meeting dates Festival of Technology. Registry AGM from 1 pm on Thurs 19 June, 5.45 Domainz AGM and 6.00 pm is InternetNZ AGM.

Council went into committee at 5.20 pm

Meeting finished at 5:30pm

© 2001 InternetNZ
Last updated 09 June 2003