Council Minutes 13/12/03

DRAFT Minutes of the General Meeting of the Council of InternetNZ Held at the InternetNZ Council Room, L4, 4 Bond Street, Wellington, Saturday, 13 December 2003 at 9 a.m.

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

Status: Accepted at Council Meeting 13 December 2003

WELCOME FROM CHAIR

• Keith Davidson (president) opened the meeting at 9.14 a.m. and welcomed those present. He explained that the flight Cr David Harris and Cr Brendan Murray were on would not allow them to attend the meeting before 10 a.m.

ATTENDANCE

Present

• Keith Davidson (President), David Farrar (Vice-President), Chris Streatfield (Treasurer), Michael Wallmannsberger (Secretary), Bill Parkin, Simon Riley, Michael Sutton, Nick Wallingford, Grant Forsyth (intermittently By Telephone Link), Jennifer Northover, Jonathan Ah Kit, David Harris and Brendan Murray (from 10:00 a.m.) and Peter Macaulay (Executive Director).

In Attendance

• Frank March, Chair, NZOC (.nz Oversight Committee Report)
• Debbie Monahan, DNC (.nz Oversight Committee Report)
• Carol Stigley, (Chair NZRS)
• Nick Griffin, Registry Manager NZRS (NZRS Report)
• Zofia Krawczyk, Office Administrator - audio recording
• Angela Sheehan, Minute Taker

Apologies

• Apologies received from David Harris and Brendan Murray for their late arrival, and from Grant Forsyth for attending by teleconference, were sustained.

Declaration of Councillor Interests

• The president explained that this was a new agenda item giving Councillors the opportunity to declare any conflict of interest. As a registrar, he had conflicts of interest when it came to NZOC and NZRS reporting, but there was no specific conflict on today's agenda.

MOVED: (Northover/Streatfield): "THAT the declaration of conflict of interest be accepted."

CARRIED U

1. MINUTES OF THE PREVIOUS MEETING

MOVED (Streatfield/Parkin): "THAT the minutes of the council meeting held on 17 October 2003 be accepted as a true and correct record, subject to correcting the spelling of the name of Cr Ah Kit in item 13."

CARRIED U

MATTERS ARISING FROM THE MINUTES
Ratification of E-Vote

MOVED (Wallmannsberger/Streatfield): "That the E-vote on the office relocation, which had been carried, be ratified."

CARRIED U

2. NZRS REPORT

The President welcomed Carol Stigley and Nick Griffin of NZRS.

Carol Stigley spoke to the second quarter report to 20 October. Income had been above budget, and costs were well under control. They were very happy with the funding outcome. During the period under review, there had been one breach in August, which had been discussed with NZOC. The open source code release would happen at the end of January. Some time had been taken up with business issues such as copyright, but they were now at the end of that. The move to Exchange Place would happen in March. It would require quite a bit of work, but things were well under way. Also under way was the process to replace a director. Council would receive a recommendation, probably in January, for an e-vote. A strategic planning day would be held at the end of January, and the key issues to be discussed would include the fee setting review and the insourcing/outsourcing review. In the meantime they would continue to outsource, but they needed to strengthen contractual arrangements, and they had taken on someone to work on that. SLA performance targets were due to be renegotiated or confirmed in November, but they would be delayed so more experience could be gained.

Cr Riley referred to the release of the open source code and questioned whether there would be any value in looking for funding, for example from UNESCO, to assist Third World countries by way of a human resource who might even travel and work in those countries. Carol Stigley said that since the notice had been put on the website 14 expressions of interest had been received - two from Australia and the rest from New Zealand.

Carol Stigley said that NZRS was preparing scoping papers on DNSSEC and IPv6 setting out what what the NZRS might do in the future, the probable costs, and timeframes, on which to base proposals to INZ. They should be
ready to be discussed. That should be ready to be discussed at the February council meeting.

Council went into committee at 9.30 a.m. to discuss a matter of commercial confidence. It came out of committee at 9.55 a.m.

MOVED (Northover/Parkin): "THAT Council endorse the three joint recommendations of the NZRS and the NZOC."

CARRIED U

The President thanked Carol Stigley and Frank March for the paper and the recommendations.

3. NZOC REPORT

The President welcomed Frank March of NZOC and Debbie Monahan, Domain Name Commissioner.

Frank March said that the objectives had been achieved for three consecutive months. Carol Stigley and Nick Griffin had attended the last meeting of the NZOC and there had been a useful exchange of views on whether NZRS was putting as much effort as it needed to into reviewing the risks, and they were assured that it was. He encouraged any interested Councillor to attend the NZOC meetings. Also they think they should review the SLAs from time to time. There was a new policy on what should happen when a registrar "simply disappeared", and RAG had been very helpful in its development. They would also be reviewing the zone transfer policy with a view to tightening it.

(At this point David Harris and Brendan Murray joined the meeting, as did Grant Forsyth by teleconference.)

Debbie Monahan reported on a recent issue to do with the business of Domain Names New Zealand, and the president commended and thanked Debbie her for her work in that regard. A formal vote of thanks was recorded.

MOVED (Streatfield/Northover): "THAT the reports of the NZRS and the NZOC be received."

CARRIED U

4. INTERNATIONAL AFFAIRS

There was no report, although the President said he would report on the APTLD Wellington meeting in his President's report.

(Morning tea break from 10.14 a.m. to 10.33 a.m.)

5. STRATEGIC PLAN / BUSINESS PLAN

Cr Farrar apologised that work on both the strategic plan and the business plan was behind schedule. He said that there had been no significant feedback on the revised strategic plan, nor had there been notice of any changes. It was the Executive Committee's intention to refer it to a wordsmith, then to bring it back to Council for final adoption, probably at the February meeting. Councillor Riley reiterated that the Strategic Plan was good in terms of its overall structure and scope, but still needed some fine-tuning. However, that fine-tuning would not stop it from being transposed on to the business plan. The Strategic Plan was a living document, not something that was carved in stone. It was something to be used. It was agreed that all committees would meet to discuss the Strategic Plan and the Business Plan in late January or early February. The results of those deliberations to be sent to the office at least one week before the next Council meeting, scheduled for 27 February 2004.

Action: Executive Director to remind committees that they need to meet by a certain date.

6. COMMITTEE REPORTS

Executive Committee

Cr Wallmannsberger said that the committee had met on 15 November in person. It canvassed a wide range of issues, but had no specific recommendations to Council. The committee considered that the Society's members would be very keen for InternetNZ to secure its position as a good employer, therefore it felt it should review HR policies, and that was under way.

MOVED (Wallmannsberger/Davidson): "THAT the Executive Committee's report be accepted."

CARRIED U

Technical Committee

Cr Wallingford presented his first report as Chair of the Technical Committee. The committee had met once since he had taken over as Chair. A lot of work was needed to be done, particularly regarding the development of the committee's relationship in relation to the Strategic Plan and the Business Plan. The committee had spent the first meeting getting to know each other and discussing what it thought might possibly be achieved, the areas covered in particular being the traditional response to other people's needs for technical information, with perhaps a little fine-tuning. The committee seemed keen to develop the idea of funding and managing small-scale projects - it might not be the committee itself doing the work, rather ensuring that the outcomes were appropriate to advantage InternetNZ. Two of those potential projects were the IPv6 and support for the NZNOG conference.

MOVED (Harris/Davidson): "THAT Cr Wallingford be confirmed as Chair of the Technical Committee and that he be charged with appointing a Deputy Chair."

CARRIED U

MOVED (Streatfield/Harris): "THAT Cr Murray be appointed to the Technical Committee."

CARRIED

Abstention: Cr Murray

MOVED (Wallingford/Harris): "THAT the Technical Report be received."

CARRIED U

Legal and Regulatory and Cyberlaw Report

Cr Farrar said there was no written report. The committee's one meeting since the last Council had focused mainly on business planning. The committee had made some submissions on the business planning process that would be coming back to Council. In relation to Internet safety, he had had a good meeting with Liz Butterfield, who had lots of good ideas. He suggested that she might like to attend a meeting of the committee at some point. She was certainly very keen that there be co-operation.

On the issue of the ENUM seminar, Cr Forsyth said that the meeting had been very useful from an information point of view. The formal outcome was that there would be a benefit in some sort of trial undertaken in New Zealand and sooner rather than later. The only question was how one would go about implementing that. The thought was that it be a joint project undertaken by InternetNZ and one or other of the telco bodies. He did not know if Xtra was represented, although their interests may well have been represented by Telecom. Cr Sutton said that InternetNZ sits in the right space to be able to facilitate dialogue and come up with a platform. There was considerable other general discussion on the issue, and the committee would talk further about the way forward.

MOVED (Farrar/Streatfield): "THAT the verbal report from the Legal and Regulatory Committee be received."

CARRIED U

Cyberlaw Report

Cr Farrar said that the deed had been signed during a ceremony at Victoria University. Next week the initial meeting will look at the scoping for the appointment process for the Fellow. He welcomed any further input from Councillors.

Outreach Committee

Cr Riley said that his report was an oral one. The committee had met to consider issues regarding the Strategic Plan. The conclusions from that meeting were still being worked through in the committee, so there were no recommendations to Council at this point. Of note, there were ongoing issues to do with debate with UNESCO and InternetNZ on jointly developing a Pacific initiative whereby InternetNZ would take the lead and involve organisations such as MFAT and NZAID to pool knowledge, resources, and money to try to make a co-ordinated effort in the Pacific Islands. There was an agreement to work together on that, and UNESCO was to come back with a proposal on working together and co-ordinating an effort. He would like to see a task force including some InternetNZ members, such as Jim Higgins and Andy Linton, and maybe at the Annual General Meeting a road map would be able to be tabled for the next 3 years showing what the several organisations had decided to support.

MOVED (Farrar/Streatfield): "THAT David Harris be member of the Outreach Committee."

CARRIED
Abstention: Cr Harris

MOVED (Riley/Northover): "THAT the Outreach Report be received."

CARRIED U

Constitutional and Governance Committee

There was no report.

Audit Committee

Cr Streatfield said that the commissioned audit of the Society's policies and procedures had been carried out in October. The report from the auditors had been received in November. The committee had met on 20 November, and it was now for Council to deal with the recommendations contained in its report.

The Executive Director said that in every area that audit issues were raised he was in agreement with the points raised and was taking action where necessary.

Cr Farrar thanked the members of the Audit Committee for the work they had done. He added that after debating whether it was useful to have an Audit Committee he was now convinced that the decision to retain it had been a good one so that issues could be examined separate from the scrutiny of the Executive Committee.

MOVED (Streatfield/Harris): "THAT the Audit Committee report be received."

CARRIED U

7. TASK FORCE REPORTS

Anti Spam

Cr Farrar updated Council on recent issues relating to spam.

Cr Harris apologised for the lack of a written report. Cr Harris gave a verbal report citing various issues particularly as they relate to the international issues regarding spam, followed by a general discussion.

MOVED (Farrar/Davidson): "THAT InternetNZ authorise the attendance of Cr Harris at the APCAUCE and APRICOT in Malaysia in February 2004."

CARRIED
Abstention: Cr Harris

MOVED (Farrar/Harris): "THAT the report be received."

CARRIED U

(At this point Cr Forsyth left the meeting via teleconference.)

Patent Advisory Group

There was no report.

NZRS DIRECTOR

It was agreed that items under this agenda item had been covered earlier in the meeting.

8. PRESIDENT'S REPORT

Cr Davidson said that his report was self-explanatory, and he invited questions. There were no questions.

APTLD Wellington Meeting

Cr Davidson said that, as part of his report, he would report on the APTLD Wellington meeting , which had been held a few weeks previously. A copy of the slides presented at the meeting was on the website. Consideration could perhaps be given to tendering for the APTLD Secretariat, which came up in 2004. If we did succeed, there would be no additional cost involved, as the position is funded by the entire APTLD membership. The President reported that the attendees very much enjoyed their time in New Zealand. Cr Riley asked whether there was much interest in the SRS. The President said that Japan wanted a copy of the source code, as did another country, so there had been moderate interest.

MOVED (Davidson/Streatfield): "THAT the report be received."

CARRIED U

9. VICE-PRESIDENT'S REPORT

Cr Farrar reported on meetings he had attended since last Council.

MOVED (Farrar/Davidson): "THAT the verbal report be received."

CARRIED U

10. SECRETARY'S REPORT

Cr Wallannsberger said that there was no report.

11. TREASURER'S REPORT

Cr Streatfield said that he was pleased with the way things were going. The Audit Committee had been delegated the responsibility of writing a policy paper that would describe how they managed the liquid fund. That completed report would come back to Council at its next meeting. Cr Streatfield said that committees had one to two weeks to let the Treasurer know what they would like to be included in the budget for the coming financial year if it were not going to be included as part of the Business Plan. There was then some debate about the impact of the dates on the planning cycle. In response to a question from Cr Harris, the President asked the Executive Director to check in relation to KPMG Trust Account, whether a sum of $10,681 for withheld ICANN membership fees had been paid.
Action: Executive Director

It was decided to have a subsequent e-vote.

Cr Farrar raised the issue of the funding of the Summit held in conjunction with the AGM. It was agreed the Executive Director would investigate costings and report back to the Executive Committee.
Action: Executive Director

MOVED (Streatfield/Parkin): "THAT the Treasurer's Reports for September and October be received."

CARRIED U

12. EXECUTIVE DIRECTOR'S REPORT AND OFFICE RELOCATION

The Executive Director said:

• the organisation appeared to be expecting a lot more of its voluntary committee members, and he was committed to providing a better level of support for committee work;
• he was comfortable with the Strategic Plan and the fact that the Business Plan would flow out of that as a workable document;
• the way in which they did project reporting would need to be formalised;
• research was the current hole in their operations and he would like to establish a formal way of doing that. It was a problem because at present they were dependent entirely on voluntary resources;
• the cost allocation of the new premises had not been resolved. He and Nick Griffin had met the previous Thursday, and he was waiting to see the final documents. Once he had those he would be passing them back to the Executive Committee for review. He was still waiting for a copy of the final plan.
• Cr Sutton asked about the cost split in relation to the proposed Hot Desk. Was it anticipated that it would be used by directors of NZRS? The Executive Director said that the answer was no. The allocation of that space was an issue for InternetNZ Councillors and directors;

He emphasised how well the relationship between the Executive Director and the Executive Committee was working. He was concerned that InternetNZ move quickly on the issue of IPv6.

On the issue of the APTLD meeting, he formally thanked Zofia for her effort in putting the meeting together. He noted there had been huge appreciation from the people attending. They had said it was the best organised meeting and the most hospitable they had attended.

He still had no clear guidance from Council on whether he should target membership growth. That was an issue that should be talked about.

Cr Harris raised the issue of why InternetNZ - an electronic-based organisation - should be proposing to send out papers to its members. There was considerable discussion on the pros and cons of e-communication versus paper communication.

Web Systems Development Phase 1

The Executive Director said that the decision on the chosen architect would be announced on Monday.

MOVED (Davidson/Northover): "THAT the Executive Director's report be received."

CARRIED U

(Lunch 1 p.m. to 1.50 p.m.)

Interoperability Report

The Chair welcomed Judy Speight. She presented a PowerPoint presentation entitled "Broadband for all New Zealanders - Broadband Interoperability Facilitation".

(Cr Forsyth resumed attendance on line).

The meeting went into committee from 2.12 p.m. to 2.35 p.m. to discuss the report. On resumption, the Chair thanked Judy Speight for her efforts and progress on interoperability.

13. GENERAL BUSINESS

IPv6 Sponsorship Proposal

Cr Sutton gave a verbal report on the project.

MOVED (Farrar/Sutton): "THAT Council authorise expenditure of $8,800 from the $15,000 Technical Projects Budget from the IPv4 to the IPv6 Experimental Gateway Project."

CARRIED U

Cr Riley asked that the press release be handled in such a way that it was beneficial for interoperability.
Action: Cr Sutton and Executive Director

NZNOG Sponsorship Proposal

Cr Sutton said that he sought to present something both to NZNOG and to InternetNZ resembling a platform that was agreeable to both. What was set out in the Council paper had been put to Tony McGregor. Tony McGregor was totally in favour of it. Cr Sutton outlined the benefits of sponsoring the conference.

MOVED (Farrar/Sutton): "THAT Council approve expenditure of $5,500 against the Technical Projects Budget for sponsorship of the January 2004 NZNOG conference, and that the Technical Committee be instructed to negotiate the exact details of the sponsorship with the conference organisers."

CARRIED U

AIESEC Report

The report was noted as tabled.

ENUM Seminar Report

MOVED (Sutton/Davidson): "THAT the AIESEC and ENUM reports be received."

CARRIED U

MOVED (Streatfield/Davidson): "THAT Council thank Cr Sutton for his work in these endeavours."

CARRIED with applause

Remuneration Review

Cr Farrar said that Council was required to review the remuneration of officers, and suggested that an appropriate panel be convened for that purpose.

MOVED (Northover/Harris): "THAT Cr Riley co-opts appropriate persons to form a remuneration review panel."

CARRIED
Abstentions: Wallmannsberger, Streatfield, Farrar, Riley, Davidson

ACTION: CR RILEY

14. INTERNATIONAL REVIEW - Report

Peter Dengate-Thrush and Frank March joined the meeting.

Frank March said the latest version of the report had been circulated as version 3.1. He outlined the process involved in compiling the latest report. The meeting then considered the recommendations one by one.

(At this point Nick Wallingford and David Farrar left the meeting. The President noted that a quorum was still present.)

• Recommendation 1
  InternetNZ should continue to maintain an appropriate level of international activism across a range of general, technical, and outreach activities, as well as ensure necessary .nz manager representation in international for affairs. At a minimum this should include membership of ccNSO and other appropriate ICANN bodies, APTLD, and CENTR.

MOVED (Streatfield/Northover): "THAT recommendation 1 be accepted."

CARRIED U

• Recommendation 2
  That the International Affairs Committee continue to co-ordinate international issues on behalf of Council and have primary responsibility for recommending strategy and policy issues under delegation from Council, recognising that, as with all its committees, Council is ultimately responsible to the membership for all policy matters.

MOVED (Streatfield/Northover): "THAT recommendation 2 be accepted."

CARRIED U

• Recommendation 3
  In order to ensure that its work covers all key areas of international activities, membership of the International Affairs Committee should include representation from at least the Technical, Outreach, and Legal and Regulatory Committees, and NZOC. The Chief Executive of NZRS, the Executive Director, and the Domain Name Commissioner should be ex officio members.

MOVED (Northover/Harris): "THAT recommendation 3 be accepted."

CARRIED U

• Recommendation 4
  All Council committees should include consideration of international issues in their business planning. The International Affairs Committee should be responsible for oversight and co-ordination of the international affairs budget in order to identify overlaps and gaps.

MOVED (Streatfield/Harris): "THAT recommendation 4 be accepted."

CARRIED U

• Recommendation 5
  The NZOC should moderate the international affairs budget and include it as a line item in the overall Domain Name Commissioner's budget. This will generally cover international affairs expenditure except that agreed by the InternetNZ Council to be covered by the general InternetNZ budget.

MOVED (Streatfield/Parkin): "THAT recommendation 5 be accepted."

CARRIED U

MOVED (Northover/Harris): "THAT the motion be amended as follows: 'That NZOC should moderate those portions of the budget in which it has an interest to ensure that it meets the overall budgets of .nz management; and that this portion of the International Affairs Budget should be included under the DNC budget.'"

Cr Streatfield said he was happy to accept the change to his motion.

AMENDMENT CARRIED
Against: Streatfield and Parkin
Abstention: Forsyth
MOTION CARRIED U AS AMENDED

• Recommendation 6
  In selecting suitable representatives at international meetings the following general policies should apply:

  (v) A representative should normally attend at least the AGM of any body of which InternetNZ is a member (for example, ccNSO, ICANN itself, CENTR, APTLD, APNIC).

  (vi) At least two representatives should be sent to ICANN meetings.

  (vii) Recommendations of appropriate representation should be made by the International Affairs Committee after full consultation with NZRS and NZOC.

  (viii) Consideration should be given to the need for balance between wider general and "political" matters, and operational and/or management issues. Consideration should also be given to experience and the desirability for continuity of representation, and expertise appropriate to the agenda of the meeting.

MOVED (Streatfield/Harris): "THAT recommendation 6 be accepted."

CARRIED U

The President recorded a formal vote of thanks to Frank March for chairing the committee in its potentially difficult task. Council now had a living document that it could use for reference and growth. Frank March said that, as soon as the final amendments were made, he would circulate version 3.2.

Meeting Finish

In conclusion the President reminded Councillors that reports should be in writing and on time. In closing he thanked everyone for their amazing efforts during the year. Great progress had been made. He wished everyone a merry Christmas and a happy new year.

There being no further business the meeting closed at 3.49 p.m.

Next Meeting
27 February 2004.

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

© 2001 InternetNZ
Last updated 23 December 2003