Council Minutes 04/07/03

DRAFT Minutes of the General Meeting of the Council of InternetNZ Held at the InternetNZ Council Room, L4, 4 Bond Street, Wellington, Friday, 4 July 2003 at 10 a.m.

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

WELCOME FROM CHAIR

Keith Davidson (President) opened the meeting at 10.11 a.m. and welcomed those present to the first meeting of InternetNZ for the 2003/2004 year. He explained that Cr David Harris had been delayed at Dunedin Airport, and that Cr Bill Parkin would be arriving after Agenda Item 2.

ATTENDANCE

a. Present

• Keith Davidson (President), David Farrar (Vice-President), Chris Streatfield (Treasurer), Roger de Salis, Bill Parkin (after Agenda Item 2), Simon Riley, Nick Wallingford, Grant Forsyth (until 4.40 p.m.), Jennifer Northover, Michael Wallmannsberger, David Harris (from 2.10 p.m.) Drew Whittle (by telephone link until 11.30 a.m.), and Peter Macaulay (Executive Director)

b. In Attendance

• Frank March, Chair, NZOC (.nz Oversight Committee Report)
• Debbie Monahan, DNC (.nz Oversight Committee Report)
• Ann Urlwin, Director NZRS (NZRS Report)
• Merv Delaney, Director NZRS (NZRS Report)
• Michael Sutton, member (observer)
• Jonathan Ah Kit, member (observer)
• Nick Griffin, Registry Manager NZRS (NZRS Report)
• Ewan McNeill, member (.nz Oversight Committee Report)
• Zofia Krawczyk, Office Administrator - audio recording
• Paulette Meldrum, Minute Taker

c. Apologies

• No apologies were received.

1. MINUTES OF THE PREVIOUS MEETING

MOVED: (Streatfield/Wallmannsberger): "THAT the minutes of the Council Meeting held on 31 May 2003 be accepted as a true and correct record."

CARRIED

MATTERS ARISING FROM THE MINUTES

Committee Rules:
Cr Northover said that the wording "that rules for all committees were different" gave the wrong impression and that the wording "committees were different with different needs" better explained her intention. Cr Northover stated she was happy for the minutes to remain as recorded.

DOMAINZ LTD

The meeting went into Committee from 10.13 a.m. to 10.22 a.m. to consider the sale of Domainz.

(After this item, the Chair welcomed to the meeting observers Jonathan Ah Kit and Michael Sutton, as well as Councillor Bill Parkin.)

2. EXECUTIVE DIRECTOR'S REPORT

Code of Practice
The Executive Director had met with ISPs on an industry code of practice, and they were ready to start forming the team that would run the code of practice group. The team would consist of volunteers, and also they would be approaching Xtra in particular to provide someone for the team. Close consideration would be given to the Advertising Standards Code, and they would also seek contribution from the DMA. The code would be for the industry, and InternetNZ's role was to facilitate it for the industry. A Project Manager would be appointed in 3 to 4 weeks for a term of approximately 3 months, working approximately 2 days a week. Input from Councillors would be welcome on that appointment. Cr Riley suggested circulating the contract for comment.

NGI and Project Probe Discussions
Work had been going on towards the external funding of initiatives, and Industry New Zealand funding had been acquired for a project on interoperability. Industry New Zealand saw this as an ongoing process. The Administration Committee had seen the contract. Once it was signed, it would be circulated - Judy Speight formerly of TUANZ to facilitate the exercise.

Festival and AGM
An overview of the festival could not be produced for the meeting by Martin Foster due to illness. However, the festival had run smoothly, with open discussion. There had been a good attendance. Martin had been requested to put forward a plan for future such events, but there would be a need to plan well in advance, with invitations and the schedule out 4 to 5 months prior to event.

There was a general discussion on the logistics of holding the Annual General Meeting, and whether it and the festival should be linked each year. Whether or not to hold it in Wellington each year was also discussed. It was critical to get a quorum for an AGM, which could be difficult at a location other than Wellington.
It was questioned whether it could be beneficial to have short meetings several times a year to cover specific issues. It was agreed that the Outreach Committee look at the possibility of holding lunchtime meetings, breakfasts etc., and at what might be achieved at them.

ACTION: Outreach Committee

The President recommended that, when Martin Foster's report had been received, Council have a serious look at arrangements for next year.

ACTION: President

In answer to a query from Cr Whittle about what had happened to a motion tabled at the 2002 AGM proposing a ban on officers being directors of a subsidiary, the President said that there was no requirement to revisit tabled motions.

Sibling Relationships
The Code of Practice would not be workable without the involvement and commitment of the Consumers' Institute.

Membership
Councillors queried the definition of "sound balance to membership", as stated in the report. The Executive Director said he did not agree with having a targeted marketing campaign, as he believed they could then end up attracting only one particular constituency. Diversity was the target.

The Executive Director asked whether there were any questions on his report.

Cr Riley congratulated the Executive Director on the Annual Report.

Cr Farrar said that he planned to bring a paper on spam to the next Council meeting.

3. STRATEGIC PLAN UPDATE

Cr Riley spoke to a PowerPoint presentation, outlining the process for a two-day planning meeting in two weeks' time, with the aim of charting a 3-year plan to tackle all the issues facing the Internet. He asked that committee chairs formulate action plans for their committees, which ultimately would be input into the strategic plan. Peter Macaulay said that Erina Papp had been chosen to facilitate the planning meeting. Material would be sent to Councillors as a reference source for the planning day. All Committee Chairs should attend the planning meeting, and output from it would come to next Council meeting for amendment/confirmation.

4. DIVIDEND POLICY

Cr Farrar spoke to his report , and said that no decisions would need to be made today. They would be able to have input on the report before the next Council meeting, by which time there would be a clear idea of strategic priorities and the amount of revenue from the sale of Domainz would be known. He highlighted the following key aspects from his report:

• Apart from the sale of Domainz, the three sources of income were: membership fees, grants, and a reduction in the current cash reserves.
• The current budget for .nz expenditure was $800,000, and for work not clearly in the DNC area it was $630,000. The .nz expenditure was funded by management fee from NZRS.
• Other expenditure was about $600,000.
• Based on current assumptions, the Registry was projecting a dividend of $240,000, $290,000, or $370,000 for the next 3 years.
• The dividend was a large part of income, whereas membership fees represented only 5 percent to 10 percent of income.
• The Registry and NZOC would revise their budgets in September/October and would come back to the Society with what they thought the dividend figure should be.
• A 3-year plan for a set fee would benefit stakeholders because it would prevent them from being annoyed if every year the domain name fee went up or down.

There followed considerable discussion on the report and the use of .nz funds on .nz issues.

MOVED (Farrar/Streatfield): "THAT the Dividend Policy Report be received."

CARRIED U

MOVED (Farrar/Wallmannsberger): "THAT changes to the paper be requested from Councillors within 7 days and that a revised paper be submitted to Council within 14 days for electronic consideration."

MOVED (Riley/Farrar): "THAT the motion be amended by changing the words '14 days' to the words '21 days'."

CARRIED, AS AMENDED, U

The expectation was that the paper would then be put on the website.

The meeting broke for lunch.

5. NZRS REPORT

The President welcomed Anne Urlwin, Nick Griffin, and Merv Delaney to the meeting. Anne tabled an apology from Carol Stigley.

Insource/Outsource Review
They spoke to a PowerPoint presentation, which was available as a handout. The issues taken into account during the review had been:

• The registry system was very much part of New Zealand's critical infrastructure;
• NZRS was a small business, but there were large ramifications if any systems failed;
• Availability and security;
• Volume of technical change;
• Complexity and openness of the environment;
• Risks - capability risks and wider business risks;
• Organisational maturity;
• Costs of the various options and the benefits that would flow.

The review recommended outsourcing for the following reasons:

• Outsourcing would mitigate capability, availability, and security risks;
• An outsourcer was likely to be much more able to spread knowledge and skills over a number of people and over a number of contracts, and would be able to provide 24/7 coverage across secure systems;
• At this stage, outsourcing was the most cost-effective solution.

It was stressed that the matter was confidential at this stage as the NZRS Board had not formally approved the report, and a decision on it would not be made until the July Board meeting.

Cr Streatfield asked what the timeframe was for the process. Anne Urlwin said that the current six-month arrangement had a rollover provision as it was important to retain flexibility. There would be a complete review of SRS in 2004, which would establish whether outsourcing was still viable.

The President said that the Technical Committee would be happy to assist in any future review of structure and form.

Cr De Salis said that he would be strongly opposed to the proposal to outsource if it meant another layer of management and thereby another layer of cost.

Cr Farrar said outsourcing was much cheaper, and noted that with insourcing, there would be great difficulty retaining staff.

Cr Streatfield asked for confirmation that, in the process of outsourcing, they would not be outsourcing policy control. Anne Urlwin said the proposal was to outsource technical support not the business of NZRS.

Cr Riley said that the NZRS case had been well evaluated and presented.

The President thanked the NZRS team for their presentation to Council, and commented that it would be interesting to see developments. He urged them to remember their obligations in the service level agreement.

Anne Urlwin thanked Council for the opportunity to present the report. They would continue to ensure a policy of no surprises by keeping in touch. She asked that Council give a response as soon as possible.

6. GOVERNANCE AND CONSTITUTIONAL COMMITTEE

Cr Streatfield noted that the paper from the Governance and Constitutional Committee had inadvertently not been included in the Council papers. He therefore recommended, and the meeting agreed, that discussion on the paper be held over to the next Council meeting.

7. ADMINISTRATION COMMITTEE

Committees' Terms of Reference
Cr Farrar said that, according to policy, Council was obliged to approve the committees' terms of reference after the Annual General Meeting, and he would be moving a motion accordingly. A change to the committee structure was that an Audit Committee had been added. He said his second recommendation was that when the committees met they should review their own terms of reference, and report back to Council.

The President noted two points: first, pending the decision on whether or not the Administration Committee might become the Executive Committee, they should approve the Administration Committee so it could function on the same terms as previously. Secondly, the International Affairs Committee should be approved on the basis that it was going through its review, and changes could be made to it when the review was completed.

Cr Northover suggested the amalgamation of the Governance and Constitutional Committee and the Audit Committee as a better way of using the skills of a smaller pool of Councillors. The President suggested that the matter not be relitigated even before the committee had got under way. Cr Riley said that the logical course to follow would become apparent when a decision was made on whether the Administration Committee would become the Executive Committee.

MOVED (Farrar/Streatfield): "THAT Council (a) approve the terms of reference for the committees; (b) that each committee consider any changes to the terms of reference, and that those be reported back to the next Council meeting."

MOVED by way of amendment (Northover/Riley): "THAT the words 'domestic expenses only' be removed from the terms of reference of the International Affairs Committee until the review is completed."

Cr Farrar spoke against the amendment.

AMENDMENT LOST
For: Crs Northover and Riley
Against: Crs Parkin, Farrar, Harris, Wallingford, Davidson
Abstentions: Crs de Salis, Wallmannsberger, Streatfield

CARRIED
Abstention: Cr Northover

Governance Policy
It was agreed that discussion of the Governance Policy be an agenda item for next meeting.

ACTION: President

Electronic Voting
Cr Parkin raised the question of the "visibility" of electronic voting and the provision of a good audit trail. The Chair suggested the appointment of an independent scrutineer/auditor, someone who knew and understood the process of InternetNZ elections. Cr Streatfield said he had written a set of guidelines. The Chair suggested posting those guidelines on the website, with an invitation to comment on the members' list. Cr Farrar suggested that after the votes were counted by using the counting software, there should also be a manual check.

Concern was expressed that no summary of the votes cast at the Annual General Meeting had been published showing how many people voted, etc. The Executive Director said that he would publish the voting figures from the Annual General Meeting.

ACTION: Executive Director

General questions were raised about having scrutineers that were completely impartial of InternetNZ, and what processes were in place to deal with a challenge to the validity of a vote. The President ruled the discussion out of order as there was no supporting paper in front of Council. He said, however that the comments would be noted.

8. PRESIDENT'S REPORT

The President apologised for the lateness of the report . He highlighted the following points from it:

• The formation of CCNSO looked exciting.
• Council needed to take leadership on the issue of broadband in New Zealand, and, to that end and unless there was opinion to the contrary, he would start putting a team together.
• His report proposed committee chairs for the forthcoming year. The appointment of Chair of the International Affairs Committee should be seen as an interim appointment awaiting the outcome of the review, and the appointment of Chair of the Administration Committee should be seen on the basis that its terms of reference would continue until a decision was made on whether or not it would become the Executive Committee. It was rather difficult to appoint the Administration Committee at the moment because there was a vacancy for secretary, so he was proposing that the position of secretary be elected and, once that was done, the composition of the committee be: one other Councillor yet to be decided, depending on who the secretary was.
• With respect to the Outreach, Technical, Legal and Regulatory, and Governance and Constitutional Committees, the relevant people had agreed to serve.
• The Chair of the new Audit Committee would be the Treasurer.

MOVED (Davidson/Northover): "THAT appointment of the Committee Chairs for the coming year be approved:

• Administration - President
• International Affairs - Peter Dengate-Thrush
• Outreach - Simon Riley
• Technical - Drew Whittle
• Legal & Regulatory - David Farrar
• Governance & Constitutional - Chris Streatfield
• Audit - Treasurer

CARRIED U

It was noted that at the last Council meeting it had been agreed that Committee Chairs not on Council be added to Council mailing-list, if not already on. This would now apply to Peter Dengate-Thrush and Frank March.

ACTION: Executive Director

9. TREASURER'S REPORT

The Treasurer apologised for errors in the report . He had discussed the matter with the Executive Director and with Debbie Monahan, and he was to meet next week with Bruce Stormer, the accountant, to get the errors corrected. Therefore, the report was to be taken as a guideline only.

Cr Riley asked when the Administration Committee would produce a full SRS project report. The President said that the matter was already an action point on the Committee's agenda.

10. INTERNATIONAL AFFAIRS COMMITTEE

The President welcomed Peter Dengate-Thrush to the meeting.

Peter Dengate-Thrush said that his report was not a report of the International Affairs Committee, as the Committee had not met. Rather, he would present his personal views and observations of the ICANN meeting in Montreal. He would be asking that part of his report be taken In Committee.

He then spoke to a PowerPoint presentation, which he had prepared for the ccTLD meeting in Montreal.

(The meeting then went into committee.)

When out of committee, Cr Farrar questioned whether releasing the donation to ICANN of US$5,000, currently held in trust, would be sending a good message. It was agreed that the International Affairs Committee bring to Council a recommendation along those lines.

ACTION: International Affairs Committee

Peter Dengate-Thrush said he was raising with ICANN the possibility of New Zealand hosting a meeting in March 2005. He cautioned that that would require action to be taken reasonably quickly. The President said that he had had communication with Australia and Canada about the costs of running a meeting.

11. .nz OVERSIGHT COMMITTEE

May Report

(In attendance Ewen McNeill)

Frank March highlighted the following points from his report :

• The Domainz issue had been resolved very satisfactorily.
• In a recent case of a disputed domain name, an interim injunction had been granted and the issue subsequently resolved. It was pleasing to note that the policies in place had worked very well

Debbie Monahan (DNC) said the meeting of the Registrars Advisory Group (RAG) had been very useful and successful. She highlighted the following points:

• The Registrars did not want regular meetings; rather an open forum. The RAG mailing-list had been opened up to all Registrars, and Registrars had been invited to join it.
• Draft or proposed policy changes had been circulated through the group for general comment,
• They had also formalised with the NZRS a process that would enable Registrars to make comment on technical problems with the SRS and offer possible solutions, which would involve Registrars a lot more in how the SRS was evolving technically.

Frank March said that NZOC and NZRS had jointly agreed on an amended approach to the setting of domain name fees. They recommended that Council agree to amending the terms of reference as follows:

• Remove the existing wording "NZOC is responsible for setting a budget for .NZ domain name space oversight activities and establishing the registry fees"; and
• Replace it with two separate phrases being:
  1. "setting a budget for .NZ domain name space oversight activities";
  2. "establishing the registry fees with NZRS through a joint recommendation to the InternetNZ Council for signoff".

MOVED (Streatfield/Northover): "THAT the recommendation be accepted."

CARRIED Abstention: Cr Farrar

.geek.nz
Frank March said that the NZOC was simply a conduit for bringing the matter to Council. Had there been no controversy, the committee would simply have brought the matter to closure. However, the submission from Dean Pemberton, Joe Abley, and Andy Linton in relation to the implementation of .geek.nz did raise policy issues. However, before any policy change, there needed to be some clarification of the issues and discussion between the technical committee and those making the proposal in order to clarify the issues and ensure all parties had a single view. The committee did not see the issue as involving security.

He could think of no reason why .geek.nz should not be approved and implemented within the existing policy framework of .nz domain name space and the policies introduced later. However, he would first like to see a report on this from Technical Committee.

Ewen McNeill emphasised that the committee's proposal was not to postpone the approval of .geek.nz; the issue was simply one of implementation. Council could formally approve .geek.nz now, pending the other issues. However, there needed to be dialogue between the proponents and the Technical Committee and a common point of view reached.

MOVED (Farrar/Wallingford): "THAT InternetNZ approve the creation of .geek.nz as the 12th second-level domain for New Zealand."

Debbie Monahan said that Registrars had to be given at least 30 days' notice of change, so the implementation date would be at least 30 days out. She was looking at 1 September as a suitable date. She would consult with Registrars on implementation matters.

CARRIED
Abstentions: Northover/Harris

ACTION: Debbie Monaghan

MOVED (Farrar/Parkin): "THAT the proposal by Dean Pemberton, Joe Abley, and Andy Linton for .geek.nz name servers be referred to the New Zealand Oversight Committee, New Zealand Registry Services, and the Technical Committee for advice, with comments to be reported back by 15 August."

CARRIED
Abstentions: Northover/Forsyth

MOVED (March/Wallingford): "THAT the report of the New Zealand Oversight Committee be received."

CARRIED U

MOVED (Davidson/Farrar): "THAT the following reports be received: Executive Director , Domainz Future Task Force, Administration Committee , President , and Treasurer ."

CARRIED U

12. GENERAL BUSINESS

Digital Copyright
Cr Farrar referred Council to a paper at (link), which was then discussed.

MOVED (Farrar/Streatfield) "THAT InternetNZ Council:

1. Approve this paper as a discussion paper.
2. Write to all ISPs informing them of the Cabinet Paper on Digital Copyright, with a copy of the discussion paper.
3. Ask Legal and Regulatory Committee to co-ordinate consultation with Internet users and providers on what InternetNZ's response to the paper should be.
4. Send in an initial letter to the Minister indicating support for the sections dealing with limited liability of ISPs, and requesting a meeting with her officials to discuss other areas of the paper.
5. Authorise Legal and Regulatory Committee to seek legal advice on the proposed law changes.
6. Consult with ISPs on drawing up a "Best Practice Statement on dealing with complaints of copyright infringement" to help minimise legal liability for third party infringements.

Discussion was in favour of the recommendations, and no objections raised.

CARRIED U

Meetings
Cr Northover asked whether meetings could alternate between Fridays and Saturdays and for meetings to start later in the day. The President commented that the schedule of meetings had been posted.

Outgoing Councillors
Cr Riley asked whether outgoing Councillors had been thanked for their contribution. The President confirmed that that had been done.

There being no further business the meeting closed at 5.30 p.m.

Next Meeting
29 August 2003.

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

© 2001 InternetNZ
Last updated 21 August 2003