Council Minutes - 30 August 2003 (Day Two)

DRAFT Minutes of the General Meeting of the Council of InternetNZ Held at the InternetNZ Council Room, L4, 4 Bond Street, Wellington, Saturday 30 August 2003 at 9 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 9.05.

ATTENDANCE

Present

(a) Keith Davidson (President), David Farrar (Vice-President), Michael Wallmannsberger (Secretary), Chris Streatfield (Treasurer) (from 9.18), Bill Parkin, Simon Riley (from 9.18), Nick Wallingford, Grant Forsyth (from 9.18), David Harris, Drew Whittle, Jennifer Northover (from 9.26), Michael Sutton (from 11.46), Jonathan Ah Kit and Peter Macaulay (Executive Director)

b. In Attendance

• Frank March, Debbie Monahan NZOC for Item 6
• Anne Urlwin, Merv Delaney and Nick Griffin, NZDNRL for Item 7
• Zofia Krawczyk, Office Administrator - audio recording
• Gale Blikshavn, Minute Taker

c. Apologies An apology was received from Roger de Salis.

The meeting was called to order and the President welcomed attendees and thanked Executive Director and Zofia Krawczyk for organising the dinner the previous evening.

6. NZOC Reports

Frank March presented the June and July Reports. Two policies were currently under review; the authorisation of registrars was in 2nd draft and would then be sent out for comment. The 2LD draft paper will be issued to the working group for a more detailed analysis and will be presented at the NZOC September meeting, the paper will be then be available to Council for comment.

Cr Riley noted that the Strategic Plan is in process and made an informal request for the NZOC to consider ownership of the strategies. Frank March requested a copy of the Strategic Plan to be provided by Council prior to the NZOC meeting in September

ACTION Executive Director

Debbie Monahan spoke to the NZRS part of the reports. The SLA standard for August has been missed by the NZRS, highlighting the timely move to Auckland to remedy outages. She spoke further to the recent spam activity and said information obtained by Domainz had come through IP hits on the 'whois' server, there were over 300 hits. She was working with the Commerce Commission who agreed with NZRS to look at the names that were hit on the 'whois' server during the investigation. Further discussion then took place on spam and the on going investigation by the Commerce Commission.

The President welcomed Jennifer Northover to the meeting.

Cr Riley requested that once they have completed the discovery process to issue a report on the results of the investigation and resolving of the issue to avoid it being repeated. People had been taken in by this scam and would be looking to InternetNZ to provide some form of report to show that ACTION had been taken once the investigation was complete.

ACTION DNC

7. DNSSEC, IPV6 USE IN .NZ

The President welcomed Anne Urlwin, Merv Delaney and Nick Griffin to the meeting.

David Farrar spoke to the report submitted to Council and there was then discussion on the introduction of DNSSEC and IPv6 to .nz.. DNSSEC was seen to provide a leading technical stability that would give extra security to DNS and be in keeping with InternetNZ quality reputation. The Vice-President said that if going to go with DNSSEC then it was sensible to include IPv6 at the same time.

Treasurer inquired as to financial impact. The Vice-President said that until financial analysis had been completed this was unknown.

MOVED: (Chris Streatfield, seconded Bill Parkin): "THAT InternetNZ request .nz Registry Services to plan for the introduction of DNSSEC and Ipv6 to the .nz TLD, and for .nz Registry Services to report back on how this can be achieved?

CARRIED U

The Vice-President to communicate decision to the Registry.

ACTION Vice-President

The President thanked Frank March and Debbie Monahan for their attendance.

8. NZRS

Anne Urlwin conveyed an apology from Carol Stigley and thanked the Council for the evening event. The President reported that the Dividend Policy issue had been resolved at yesterday's meeting. Anne Urlwin said this was an issue NZRS wished to raise at this meeting, their thanks were extended for its resolution.

Anne Urlwin then spoke to the reports (Quarterly Report, Statement of Finacial Performance, Financial Statements) and updated the Council on current issues.

With the Open Source code situation, she extended thanks to the NZRS and the Technical Committee for attending the recent meeting and that their input was valuable to the board. A copy of the notes of the meeting will be supplied to Council. The Council in turn will report back once the notes have been read.

ACTION Council

NZRS had accepted resignation of David Zanetti with regret. The President said there is a desire to replace David to sustain the number of Directors at NZRS.

With regard to the quarterly report, it was noted that the July target was met; however the August one will not be, due to the number of outages. Anne Urlwin said the move to Albany in the coming weeks will alleviate this and solve many of the communication problems. The President reiterated that it is critical these problems be resolved as a matter of urgency.

Nick Griffin updated the Council on domain name statistics and said that to date there had been 477 registrations in .geek.nz.

The President thanked NZRS delegates for their attendance and submission of reports, and said that Council will formally report back to NZRS.

ACTION Executive Director

9. Domainz Report

In absence of the final report Council moved to the next item.

10. AUDIT COMMITTEE REPORT

Treasurer spoke to the report and that the Audit Committee had agreed to amend provisional terms of reference as they needed to be more defined. It was also agreed by Audit Committee that they will meet three times a year and provide reports to Council.

President inquired to composition and members of committee and it was agreed that the composition was acceptable. As members were widely dispersed an increase of budget for costs involved in was requested.

MOVED:(Chris Streatfield, seconded David Harris): "THAT the Audit Committee budget be raised from $1,000 to $3,000."

CARRIED U

MOVED:(President, seconded Vice-President): "THAT the President and Executive Director will not be ex officio appointments to the Audit Committee."

CARRIED U

Treasurer to distribute terms of reference and these to go to E-vote.

ACTION Treasurer

11. LEGAL AND REGULATORY

The Vice-President spoke to the reports (Report from Committee, Spam Campaign Proposal, Spam White Paper, Patents) and updated the Council.

An apology had been received from Shane Atkinson regarding his spamming but ACTION against him will continue.

InternetNZ and DMA are holding workshop at Te Papa where 30 people were expected to attend to discuss Spam issues and will provide report on workshop and next meeting.

ACTION Vice-President

At Legal and Regulatory Committee meeting yesterday the Enum issue was discussed and will be progressed by inviting interested parties to a workshop to take place between October and December 2003 where a good response from Government representatives to participate was expected. Cr Forsyth expects that the solution for New Zealand will be unique to this country, that the outcome of the workshop is to identify what the issues are in allowing it to be deployed. Also Cr Forsyth suggested that to seek an Enum champion would be beneficial. Cr Riley noted that Ireland is trialling Enum and suggested information on their experience might be useful. The President suggested that if the workshop is either side of the October meeting that it would ensure good Council attendance.

The Vice-President was seeking budget allocation for the workshop and will submit proposal to the Legal and Regulatory Committee. Cr Riley questioned continued funding for ad hoc workshops and reiterated that these costs need to be included as part of the Strategic and Business Planning process as discussed previously. The Treasurer noted that projects require proper and provable deliverables at conclusion of events.

ACTION Vice-President

Spam Campaign Proposal The Vice-President suggested Cr Harris talk to paper initially. Cr Harris noted that the paper had been read by Council and asked for questions. The President commented that it was an absolute blinder of a document and extend thanks to Cr Harris for a very robust report. Cr Harris noted to Council the extensive contribution by Rick Shera in producing the report.

The definition of Spam was discussed and the stated definition will stand unless altered by parliamentary process. This lead to a discussion on 'opt in' 'opt out' issues and DMA globally.

Cr Harris said that the latest estimate from Brightmail is that by the end of 2003 98% of all email will be Spam. Brightmail submission to Congress was that spam had increased 900% in the year to April 2003.

Cr Harris drew Council's attention to Section B1, page 44 of the report that web bugs are getting much more common and directed them not to use HTML email. The President elaborated on the HTML email threat and suggested the Technical Committee could investigate antispyware. As an example he spoke of Adaware made by Lavasoft which enables the user to see what is happening on their machine and also deletes Microsoft spy ware.

The President noted that technical solutions are not stopping the spammers and it is a social problem, which needed to be addressed through education of end users, i.e. in not responding/opening Spam.

Cr Riley raised that however we move forward, educating the end users was part of the equation and how to target them. He also noted that Australia is mounting a major campaign targeting end users to take control of their Inbox.

The Vice-President said that Legal and Regulatory committee is looking to set up a Task Force and is seeking contributors. Cr Forsyth said InternetNZ should be providing guidelines and references to suitable software solutions.

A discussion as to the make up of the task force and a general discussion on marketing principles in the electronic medium then took place. The Vice-President noted that it was because of the debate around this issue that the campaign would be over two years and that one of the outcomes was how to make a policy enforceable. He requested a domain name for an antispam mail list and suggested stopspam.nz.

ACTION President

The President welcomed Michael Sutton at 11.4

Spam White Paper

The Vice-President then opened discussion on the proposed paper and informed the Council that spam is now making it to OECD and APEC agendas. He requested a brainstorm of ideas on how to address spam issues, which are noted below and will be considered by the Taskforce.

CAUCE-NZ, education on why spam is anti-social, avoiding end user over reACTION, DMA involvement, key organisations to be involved from the outset, does it include other electronic media (text messaging etc), difference between adult and child spam, minors, and school curriculum (NZQA approved training?). Australia has legislated against text message spam. It was noted by the Treasurer that if email spam is closed down text messaging will be next target

MOVED:(David Farrar, seconded David Harris): "THAT InternetNZ initiate a two year campaign to run until June 2005 to minimise the volume of spam and the effects of spam in New Zealand"

Cr Riley questioned costings for this and the President replied there would be some seeding funding available but expected full costings to be developed as part of project proposal.

CARRIED U

MOVED:(David Farrar, seconded Grant Forsyth): "THAT a taskforce be established to oversee and co-ordinate the campaign, with the Chair of Legal and Regulatory Committee as Taskforce Chair, Cr Harris as Deputy Chair, members: Rick Shera and Simon Lyall and that the Legal and Regulatory Committee be empowered to appoint additional members of the taskforce as required.

CARRIED U

Further discussion around membership of taskforce and formation of a forum took place and it was noted objection of Treasurer that any committee that is one of InternetNZ should only include members of InternetNZ and not incorporate outside parties. The President suggested this was something the taskforce proposal will consider.

Cr Forsyth's view was that given the multi disciplinary nature of the issue, the wider we consult and involve others the more successful the outcome. How they are involved will depend on the proposal and asked that it be left to the members of the Council to determine members of the Taskforce.

Discussion then centred on the funding and associated business planning process. It was reiterated the need for these endeavours be submitted through the business and strategic planning process. The Vice-President said that this initial report was a summary business plan and the funding request was for only the initial workshop including flights for attendees, meeting facilities and cost of facilitator to attend. The Treasurer noted that if it was going ahead then written budget was required.

MOVED:(David Farrar, seconded David Harris): "THAT an initial allocation of $5,000 be approved for use by the Taskforce, with the Taskforce detailed to bring back to Council through Legal and Regulatory Committee a detailed budget and plan for the campaign".

Carried Abstentions: Cr Riley and Cr Northover

The Treasurer queried need to note in minutes all those that voted in favour. The President noted that it is automatically recorded that those present at the meeting voted for, except those that abstain or oppose. He reiterated to Council members that if leaving the room it was up to individual members to declare their intended absence.

Patents The Vice-President talked to the paper submitted. Cr Riley expressed concern at the fast pace of intended changes through the parliamentary process.

MOVED:(David Farrar, seconded Chris Streatfield): "TO establish a Patent Advisory Group (PAG) with the terms of reference and membership as outlined in the paper."

CARRIED U

MOVED:(David Farrar, seconded Chris Streatfield): "TO approve a budget of $3,000 with expenditure authority delegated to the PAG Chair."

CARRIED U

MOVED:(President, seconded Vice President): "THAT papers from NZOC reports, the DNSSEC and IPv6 report, NZRS reports, the audit committee report, and the Legal and Regulatory Committee reports be accepted.

CARRIED U

The meeting broke for lunch, upon resuming Crs Forsyth, Streatfield and Wallmannsberger were not present.

TECHNICAL COMMITTEE REPORT

Cr Whittle delivered a verbal report. The President asked if there was any issues arising from the report. The Vice-President said that from the NZRS point of view it was good to have the Technical Committee input and their proactive approach and advice had been welcomed.

OUTREACH COMMITEE

As there was nothing from Outreach the President moved to Item 13 of the agenda.

13. OFFICERS REPORTS

The President apologised that there was no President's or Administration Committee report due to the time taken over the Domainz Sale.

The Vice-President spoke to his report.

MOVED:(Vice President, seconded Nick Wallingford): "THAT the Vice-President's report be accepted.

CARRIED U

14. EXECUTIVE DIRECTOR

The Executive Director spoke to the festival report. It was noted that one of the outcomes was that it was expensive to run and attendance had been low as the timeline was too tight for higher attendance. However there had been significant benefits to InternetNZ in its future direction. Cr Riley noted to Martin's credit that it was a very professionally run event, credibility had been gained for InternetNZ through it and the quality of attendees had made the even worthwhile.

The Executive Director suggested that a minimum of four months lead in time was required to gain better attendance and to extend invites to presenters. By next Council meeting a draft agenda will be prepared for the next festival.

ACTION Executive Director

Crs Forsyth, Streatfield and Wallmannsberger joined the meeting.

The President noted that there was an issue around presenters' topics and that future speakers speak only to the subject on agenda and provide a precis well in advance so supporting papers can be prepared.

There was general discussion around future festivals, which will be further discussed at the next meeting.

The Internet Code of Practice Report was tabled and corrections were made to the contact list.

A Code of Practice Taskforce had been established and the Treasurer accepted to be the Chair. Cr Riley noted that the report was a great first start for the initial meeting and that he and Cr Forsyth were also to be members of the Taskforce.

MOVED:(Vice President, seconded President): That Jennifer Northover be added to the Code of Practice Taskforce.

CARRIED U

Website

The website report had been received from Dyad and the Executive Director indicated that Dyad would not be retained for the actual website development .

It was noted that the website needs to be catalogued. There was general discussion on issues pertaining to updating the website and Crs were agreed on the need to update the site and that the Administration Committee would work closely with the Executive Director to progress.

ACTION Administration Committee, Executive Director

Relocation

The Executive Director is meeting with a real estate agent next week and may look at sharing space with NGI. Also looking at desirability of an Access Grid (video conferencing) facility. There was general discussion on options available, flexibility being key and that meeting spaces must allow for large gatherings and independent access also that staffing issues will be considered once location has been finalised. The Executive Director to incorporate suggestions into a formal report on the matter which was due in a fortnight.

ACTION Executive Director

The Executive Director also noted that we have an opportunity to change the way of working both operationally and business systems and invited input from Council and committees on best practice and options available.

The accounting system was now capable of project accounting and the Treasurer informed Council that there is a meeting on September 12 to integrate this.

The Executive Director noted that committees were working well and was aware there were significant challenges. If there were any administrative workload issues to consult with him and Administration Committee on alleviating these as appropriate.

MOVED: (President, seconded David Harris): THAT the Executive Director's report be accepted.

CARRIED U

TREASURER'S REPORT

The Treasurer spoke to his report (June, July) and reiterated that upcoming projects must have full budgets included in their proposals.

The President asked for any questions on the report.

MOVED: (Treasurer, seconded Drew Whittle): THAT the Treasurer's reports for June and July be accepted.

CARRIED U

Moved to Item 12

12. GOVERANCE AND CONSTITUTIONAL COMMITTEE

The Vice-President spoke to the papers (proposal, vice-president's paper) concerning the issue of Executive Committee versus Administration Committee.

Discussion commenced on the need for better mechanism to run the 'business of the business', delegation powers and re-naming of the Administration Committee.

The Treasurer noted that if we are to change the Administration Committee to Executive Committee then there will need to be a set of delegations and once set they are kept until revoked. If instead of the current ToR, delegated authorities are agreed, then controls need to be in place. Thought was required on which option is best for the routine management of InternetNZ.

Cr Riley advocated for the establishment of an Executive Committee. The Vice-President noted if that an Executive Committee was put in place that it would need to report monthly and InternetNZ would need a constitutional amendment.

Concerns were raised in the event of a 'rogue' committee. The Executive Director noted that Council has to have the ability to overturn any Executive Committee decisions, and to remove delegations if there are confidence issues.

The Treasurer noted that it must be clear that if Council approves Executive Committee, then it must also hold power to remove delegations from Executive Committee if required. The Vice-President noted that it is current policy to review delegations after AGMs and the terms of reference are revisited as each Council changes. The President said at the end of the day, that Council is responsible to the members.

Cr Riley said that traditionally Executive Committees do have special powers delegated, basically concentrated around approvals to spend money and obviously the Council can set levels of delegations as appropriate. The Vice-President noted that these powers already sit with the Administration Committee.

Cr Northover suggested scope for this committee be developed.

Cr Forsyth questioned what problems need resolving? After reading report he supported making Council meetings more effective and the provision of support to Executive Director. However he did not see that this required formation of an Executive Committee, just perhaps an increase in delegations to the current Administration Committee. This so that the committee may act in times of emergencies and to give them greater empowerment.

After further discussion the Treasurer noted that the issue needed to be put to bed. A decision needed to made on whether we are going to go down the track of Executive Committee or whether it stands as is, needed to be decided today as this had been an ongoing issue for some meetings.

MOVED: (Treasurer, seconded Drew Whittle): "THAT the Administration Committee be formally changed to Executive Committee and the G & C committee to be charged with proposing proper delegations for the functions of the Executive Committee to the Executive Committee and Council for approval."

CARRIED U

It was noted by the President that at this time this is a name change only and will give Council direction to continue proposal at next meeting in regard to setting responsibilities and delegations. Cr Harris asked if InternetNZ members were aware of proposal and the Council was not risking a negative impact. The Vice-President replied that the issue had been noted in the minutes and meeting summaries for the past four meetings.

The Treasurer spoke to the notes from the Governance and Constitutional Committee meeting on 11 August and proposed modifications to the terms of reference and recommended that clauses be added to other committee standard practices so that all committee papers are in a similar format.

The Treasurer also noted that electronic meeting guidelines are outdated and also recommended that they be withdrawn. A more formalised arrangement for collation of meeting papers for Committee, Council and AGM meetings was required. The Vice-President also noted that determining what issues when to what committee needed to be formalised.

ACTION Executive Committee to create templates for all committee reports.

Cr Wallingford left the meeting 15.31

Cr Riley noted that the timing to provide the Annual Report at the AGM requires the AGM be moved one month out. This will allow for reviewing of audited accounts, and therefore AGM will take place at end of July.

MOVED: (Treasurer, seconded Vice-President): "THAT the revised terms of reference for the Governance and Constitutional Committee be accepted."

CARRIED U

MOVED: (Treasurer, seconded Vice-President): "THAT the motions for changes to the bylaws as circulated to the Council list be adopted."

CARRIED U

MOVED: (Treasurer, seconded Bill Parkin): "THAT John Vorstermans be asked to examine the voting software and make the modifications necessary

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