Council Minutes 29/08/03

DRAFT Minutes of the General Meeting of the Council of InternetNZ Held at the InternetNZ Council Room, L4, 4 Bond Street, Wellington, Friday, 29 August 2003 at 10 a.m.

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

Status: Accepted at Council Meeting 17 October 2003

WELCOME FROM CHAIR

Keith Davidson (President) opened the meeting at 10.03.

ATTENDANCE

(a) Present

• Keith Davidson (President), David Farrar (Vice-President), Michael Wallmannsberger (Secretary), Chris Streatfield (Treasurer), Bill Parkin, Simon Riley, Nick Wallingford, Grant Forsyth, David Harris, Drew Whittle, Michael Sutton and Peter Macaulay (Executive Director)

(b) In Attendance

• Peter Dengate-Thrush (12.03 - 1.37)
• Zofia Krawczyk, Office Administrator - audio recording
• Gale Blikshavn, Minute Taker

(c) Apologies

• Jennifer Northover, Grant Forsyth would be late.

MOVED: (Bill Parkin, seconded Nick Wallingford): "THAT apologies be accepted."

CARRIED U

1. MINUTES OF THE PREVIOUS MEETING

MOVED: (David Harris, seconded Michael Wallmannsberger) : "THAT the minutes of the Council Meeting held on 7 July 2003 be accepted as a true and correct record."

The Treasurer raised that the minutes were not a true and correct record as one Council decision had not been recorded, that of the composition of the Governance and Constitutional committee shall comprise of Jordan Carter, David Farrar, Michael Wallmannsberger and Chris Streatfield

Therefore motion was withdrawn and it was MOVED: (David Harris, seconded Michael Wallmannsberger) : that minutes be accepted after amendment to include above.

CARRIED
Abstention M Sutton

Discussion around the content of the minutes call for specification of items to be minuted be indicated by the President.

MATTERS ARISING FROM THE MINUTES

Discussion held on holding 2005 ICANN meeting in New Zealand. Costs involved in holding meeting in New Zealand circa $300,000 (not including delegates own travel costs which are paid for by the delegates). These costs included projection equipment, screens, security and administrative support for delegates. Holding the meeting in New Zealand allows InternetNZ to set agenda and have significant input to issues raised.

MOVED:(David Farrar, seconded David Harris) : That the International Affairs Committee be asked to prepare a paper for the next Council meeting detailing the benefits, pros and cons for holding the conference in Wellington.

CARRIED U

Meeting moved into Committee to discuss sale of Domainz 10.20-10.33.

Domainz Sale Update

Sale of Domainz taking time and more consultation with lawyers was required. Where previous conflict of interest had occurred this was now not an issue as the matter was in the public arena.

MOVED: (Vice President, seconded Treasurer) : That InternetNZ continue insurance of all current and former Directors of Domainz for six years after the sale of Domainz to MelbourneIT.

CARRIED
Abstention: David Harris, Drew Whittle

2. DRAFT STRATEGIC PLAN UPDATE

The Executive Director spoke to the draft plan . It is a form used by most non-profit organizations, the vision statement must encapsulate what InternetNZ is all about. Future InternetNZ projects must have a goal from those specified in this strategic plan once approved.

Cr Riley spoke about the recent workshop and recommended that a strategic planning day take place on an annual basis. This would keep committees aligned to the plan. Also a planning day outside normal Council business was seen to be beneficial to ascertain what had been achieved and what was desired for the coming year. Ideally the planning day would take place after the AGM.

It was now important for the Council committees to consider the goals, their impacts and create action plans to be formalised as part of the InternetNZ Business Plan by 10 October. The Business Plan including Strategic plan is to be presented at next Council meeting on 17 October. Committee Chairs to note addition of strategic plan to their committee meeting agendas later in the day.

Committees involved need chance to reflect on strategies and the Council will review strategic plan 2nd draft once it has been through the committees for their input, comment and redrafting where necessary.

ACTION: All Council Committees

Discussion on the process for reviewing this first draft plan resulted in Council agreeing to review each section separately and not to go into too much detail at this stage, whilst ensuring direction is right and goals are achievable and on target. Goals need to be driven by the committees and the detailed wording completed by them, after which it will be up to members to decide whether these are the goals they want for InternetNZ to achieve.

Alterations to first draft were made by Cr Riley and the Executive Director, during the discussion.

In assigning goals for the specific strategies, the criteria for assigning them still required work on how they are to be measured, their fit into the objectives of InternetNZ and also to be accountable to members. It was agreed to align strategies to specific committees to give ownership (with input from others as required).

Strategy 1 - Administration Committee
Strategy 2 - NZOC, this strategy also dependent on outcome of international review.
Strategy 3 - International Affairs Committee
Strategy 4 - Legal and Regulatory Committee (note to include Advocacy into goal 4.1)
Strategy 5 - Outreach, Legal & Regulatory and Technical committees (5.1 to be removed as it is a project).
Strategy 6 - Legal and Regulatory and Technical Committees
Strategy 7 - Outreach Committee
Strategy 8 - Noted as a project orientated task therefore requires subsuming into other strategies

Last page goals in the draft to be taken to Committees to decide their ownership and make any additions after referring to their terms of reference. Committees to produce an action plan of goals to be adopted for consideration of funding and priorities for the coming year. This to include the production of a template for the process to be used on an annual basis.

ACTION: All Council Committees

3. CYBERLAW INITIATIVE

The President invited Peter Dengate-Thrush to participate in this discussion. Cr Riley spoke to the paper as a draft template for future organisations to establish project partnerships with InternetNZ.

Cr Forsyth asked whether there were any restrictions in InternetNZ being involved with Victoria University (VUW) and if so what were they. Cr Riley said that VUW had given full co-operation to any changes required by InternetNZ, that the draft was still open for comment and was yet to go through the Legal and Regulatory Committee.

With regard to exclusivity of proposal for both partners, the President stated that VUW understands and accepts deliverables and outcomes required by InternetNZ.

The Vice-President stated there were three benefits to acceptance of this initiative and they were:

• The area of internet law is the biggest mandate of InternetNZ as it affects almost all members and stakeholder.
• This is an initiative so that InternetNZ can be proactive, and not just reactive to the legislative process

Because of its size it would be a good consideration to use some of the proceeds from the Domainz sale for the benefit of the entire membership and NZ Internet community. However because of its costs there was the issue of whether it is the most beneficial use of the money available and would members agree it was in their best interest to invest the $250,000 over the three-year period.

Cr Riley said there would be prestige to be gained for InternetNZ as being sole sponsor for the first year as the establishing body. Part of the proposal was to seek further sponsors to expand base as time went on. This is a very public, high profile initiative with a wide impact on the Internet community. However Cr Riley also said that it is not necessarily easy to find candidates for such a fellowship for a start in the new academic year and decision to proceed on this time-table must be gained soon.

There was a discussion on the meaning of 'exclusivity' in the agreement and it was determined that exclusivity is about if VUW is going to invest then InternetNZ would not use proposal with other institutions now that approach to VUW had been initiated. (Previous discussions had been undertaken with Auckland however the need to use a Wellington Institution was seen as a more useful option in relation to the contact required during the fellowship). Likewise VUW had undertaken not to go to others in the Internet community. Exclusivity is not bound by sponsorship from other agencies. This agreement between VUW and InternetNZ is largely based on good faith.

It was noted by Cr Whittle that the initiative could be cancelled if it doesn't deliver, however was concerned that members had not been consulted prior to this. The President addressed this issue by saying that the final resolution of this initiative is only at stage one, and therefore prior communication with members was not possible until it had been initially researched and presented to InternetNZ. If this proposal is accepted in principle by the Council and members then it would look to further financial investigation. The issue to be agreed at this meeting was whether the Council agreed in principle to the proposal.

Cr Harris objected to the lack of communication to members in the early stages and also to the outcomes of the expenditure and deliverables from the fellowship. Cr Riley said that the research projects for the fellowship would be decided jointly by VUW and InternetNZ on an annual basis once the fellowship was established.

Cr Forsyth said he was comfortable with the communication process so far and the approach Council has taken in bringing the proposal to this stage. Its is sufficient to be able to judge that InternetNZ will have an ongoing input into annual projects and the proposal was now at a point where it could be taken to members and it was not untoward that it hadn't consulted earlier. Cr Forsyth said the benefits to the initiative were:

• It supports the greater academic pursuit in legal precedents of cyber law in New Zealand.
• InternetNZ will benefit from the association with organisations like VUW and this will properly position InternetNZ.

It was raised whether there had been a range of options investigated prior to embarking on discussions with VUW. Cr Riley said various options of how to spend the same amount of money were investigated - a series of scenarios and most sponsorships are based on chairs or scholarships. InternetNZ wanted clear outcomes and the proposers decided that a fellowship would prove the best value for money, the balance between how much and what do we get concluded that for less than $50,000 per annum would not provide for the right candidate to achieve the goals desired by the fellowship but more than $85,000 would not be required.

Peter Dengate-Thrush agreed with Cr Harris, however went on to point out that this was institution building delivering benefits to members and the NZ Internet community. Initiative would provide a New Zealand response to Spam, name suppression, copyright, and Crimes Amendment Act. That this is a value proposition to members and in future a similar initiative could be undertaken for technical research.

Peter Dengate-Thrush urged Council to adopt this initiative not only because VUW providing equal costs for fellowship, it will be valuable and something InternetNZ could be proud of. If done properly would set InternetNZ up as a good prospect for future partnerships.

The President said this was an opportunity for InternetNZ to proactively lead and not follow legislative process. Peter Dengate-Thrush left the meeting when it broke for lunch at 1.37.

Cr Streatfield questioned whether the term of three years annually renewable provided deliverables were met meant three years then annually renewable or from commencement.

Cr Riley replied that initiative can be renewed on a yearly basis and reiterated that InternetNZ does not have final agreement with VUW, that this draft represents discussions to date. From here discussion will go to next step, including input from members. That InternetNZ can construct this agreement how we want it. However if what is envisioned does not eventuate we will not continue.

Cr Harris, although accepting proposal, was concerned at members' potential reaction to the cost and questioned the overheads budget of $66,500. Cr Riley replied this was for part time support staff, direct and indirect costs of VUW. However these costings are only draft and will need some refinement dependent on Council and members wishes. It was reiterated that there was more added value to be gained from this type of investment than from one off scholarships/reports or presentations.

The President said the options were to continue down the path already travelled so far being reactive to Government policies and requests or to proactively pursue the right path for InternetNZ and the Internet community of New Zealand. The person employed by the fellowship would be expected to be conscious of any pending issues so to prevent last minute fire fighting. Also, candidate would provide legal policy advice, well-versed papers on upcoming legislation, representational lobbying for InternetNZ and provide constructive options and impact analysis on any overseas precedents on the NZ Internet Community.

The President said its not about a research person in a library providing one paper a year, person will be proactive in Government processes and provide timely advice to the Council and its members.

The Vice-President added that the candidate would be able to discern what was useful to InternetNZ, and having such a fellowship would place InternetNZ in a pre-eminent position in terms of credibility on internet legal issues.

The President added that currently the ISP community doesn't have any time for legal policy work and looks to InternetNZ to provide advice and there is an expectation for InternetNZ to provide response to ISPs and the Internet Community on legislative issues.

Cr Riley wished it to be noted that the timing of this initiative couldn't be worse but that it was nothing to do with the Domainz sale and was continuing as a separate initiative. He said the majority of members lists are more and more about legal issues. For InternetNZ to continue and stand up in the right forums to act on behalf of our members in the community, we could hire a lawyer or a panel of lawyers to deal with every regulatory and legislative issue. How much would that cost? How do we start to build capacity and expertise out in the community?

This isn't going to be a magic wand but it's a very important building block to contribute in a proactive and responsive way to the needs of our members.

Cr Whittle said it wasn't going to fix it, who is going to be responsible for our immediate requests.

Cr Riley said the fellowship would provide some alignment to regulatory process and the work that the candidate generates will be able to contribute to advising us on ad hoc legislative response and policy input. Somebody who is the balance between the report writer and the direct response person. This was the reason why VUW was chosen over Auckland because they were more accessible.

The President asked whether it was appropriate to put this to members for comment at this stage or go on to accept the proposal in principle, and then seek feedback from members.

Cr Harris said we needed to ask members, and he wanted members to feel comfortable with proposal so they would need some time for comment and input. He asked whether it was possible to delay until the next year's business plan. The response was if it was delayed to next year's business plan it would mean another VUW academic year before candidate could be employed.

MOVED: (Simon Riley, seconded President) : To approve in principle to establish the InternetNZ Research Fellow in Cyber Law at School of Law, Victoria University.

Cr Whittle was not prepared to vote until a process to communicate with members was set.

The President then held a straw poll and there was unanimous support for the initiative to proceed.

Cr Riley said that since the Strategic Plan is at consultative stage this is an opportunity to hold face to face meetings with the NZ Internet Community. The Strategic Plan is an ideal platform to approach and at the same introduce the Cyber Law proposal to members to gauge their response and input into process (such as whether it needed a membership vote or not).

The Vice-President said to fit with the time frame the meetings would need to be completed within six weeks in time to report back for next Council meeting in October. Cr Riley said this fits with appointment of candidate by mid December to commence in the VUW 2004 academic year.

The President directed work to commence on Strategic Plan Roadshow.

ACTION
Cr Riley and Executive Director

MOVED: (Simon Riley, seconded Bill Parkin) : For approval to proceed with membership consultation on establishing the InternetNZ Research Fellow in Cyber Law at the School of Law, Victoria University.

CARRIED U

A press release needed to be drafted and an email sent to members list overnight to release information.

ACTION
Cr Farrar

The President directed that the Cyber law proposal be removed from the website as soon as possible in line with good faith agreement with VUW on confidentiality breach.

ACTION
Zofia Krawczyk

4. DIVIDEND REQUIREMENTS

Cr Farrar spoke to the requirements of the previously circulated spreadsheets on dividend requirements and general discussion took place about process for sustainable funding over the next three years. The Treasurer said the paper could come back to council as a Treasury issue. Cr Wallingford said we can make a good sound decision once Treasury has had input and progress can then be made on the dividend requirement because it will be underpinned by the Strategic Plan. The President desired resolution on the issue.

MOVED: (Michael Sutton, seconded Treasurer) : To propose that we advise NZRS that the dividend expectation for InternetNZ will be $240,000 in 2004/05 year, $400,000 in the 2005/06 year and $500,000 in the 2006/07 year

CARRIED
AGAINST: David Harris, Drew Whittle

Day one of the meeting closed at 4.15pm

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

© 2001 InternetNZ
Last updated 09 September 2003