Council Minutes - 24 April 2004

Minutes of the General Meeting of the Council of InternetNZ

Held at the InternetNZ Council Room, L9, Exchange Place, Wellington, at 9.30 a.m. Saturday 24 April 2004

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

Status: Final, as adopted by Council at its meeting on 2 July 2004

WELCOME FROM CHAIR

The President opened the meeting at 9.40a.m., and welcomed those present.

ATTENDANCE

a. Present

• Keith Davidson (President), David Farrar (Vice-President), Chris Streatfield (Treasurer), Michael Wallmannsberger (Secretary), Simon Riley, Michael Sutton, Jennifer Northover, Jonathan Ah Kit, David Harris, Brendan Murray and Peter Macaulay (Executive Director).

b. In Attendance

• Debbie Monahan, DNC (.nz Oversight Committee Report)
• Carol Stigley, (Chair NZRS),
• Nick Griffin, Registry Manager NZRS (NZRS Report)
• Peter Dengate-Thrush (International Committee Report)
• Gale Blikshavn, Minute Taker

APOLOGIES

• Grant Forsyth
• Bill Parkin
• Frank March (for NZOC report)

COUNCIL NON-ATTENDEES

• None

DECLARATIONS OF COUNCILLOR INTEREST

• The President noted conflict of interest with Code of Practice and Honourium agenda items.

MINUTES OF THE PREVIOUS MEETING MOVED (Secretary/Northover): "THAT the minutes of the council meeting held on 20 February be accepted as a true and correct record.

CARRIED U

MATTERS ARISING FROM THE MINUTES

• No matters arising.

RATIFICATION OF E-VOTES

• No e-votes to be ratified.

PRESIDENT'S REPORT

Keith spoke to his report . He noted the resignation of the Office Administrator, Zofia Krawczyk, and that Roger De Salis had vacated his position as a Councillor and welcomed Brendan Murray a new Councillor. He also noted Nick Wallingford had resigned as chair of the Technical Committee. Cr Murray was nominated. Cr Northover suggested co-opting Rodney Prescott. The President noted that he was looking to AGM for the election process. Cr Farrar noted the Council has no power to co-opt members to Council.

MOVED (President/Harris): "THAT resignations of Zofia Krawczyk and Roger De Salis be accepted and Cr Murray be appointed Chair of Technical Committee".

CARRIED

Abstained: Wallingford/Murray

Cr Farrar suggested an amendment to the President's recommendation. In principle he supports the review of governance structure of .nz. However, he noted that Council couldn't have picked a worse year to do the review, as there was no business as usual to compare to, and the status quo hadn't been in place for a full year. Also noted that if a review was required, he didn't think it would be possible to do it cheaply, and suggested referring the recommendation to the Governance and Constitution Committee to consider. Cr Northover supported this and suggested putting energies to other uses i.e. ICOP.

The President noted that there may be loop holes and that InternetNZ could be exposed to risk. His proposal is a checklist to ensure that InternetNZ is well covered in all aspects of our business and governance and that we are complying with statutory requirements.

Cr Farrar noted that doing risk management is good but that this recommendation was wider than that, noting the issue of whether .nz be run as a separate company or not, is a huge decision.

Cr Riley questioned whether we have the balance right and how we might resolve this. He was not supportive of big exercise but a discovery exercise to determine if there are issues is required.

Cr Streatfield joined the meeting.

Cr Farrar noted this still better to do in first quarter of next year. Cr Farrar moved that review be taken to Governance and Constitutional Committee to consider but the President requested it be moved to Executive Committee for further discussion.

Dot asia

The President updated Council on the latest regarding .asia . Cr Harris noted as he was at a separate seminar Apricot where it was also raised and it was received very coolly - a level of bland disinterest in that forum. The President also noted there was also a cool response at APTLD.

Cr Harris noted that it would be fully IDN. Cr Sutton noted previous agreement to support from Council with Caveat for support for .pacific. The President said that he had written giving InternetNZ non-exclusive support and we would not hinder the process. He noted that 18 CCTLDS had agreed so far.

Moved (President/Vice President) THAT: "Recommendations from the Presidents report , as below be accepted:

That the use of the InternetNZ common seal on the lease and constitution documents be approved.

That Zofia Krawczyk's resignation be noted, along with Council's thanks and best wishes to Zofia for the future.

That Roger de Salis's departure from Council be ratified, along with Council's thanks and best wishes to Roger for the future.

That the decision to not replace the vacant Council position until the 2003 AGM be ratified.

That the terms of reference and appointments to the appointments committees be approved.

That Council approve the signing of the Letter of Intent for .asia .

That my leave of absence be noted.

That the President's Report be received"

CARRIED U

VICE PRESIDENT'S REPORT

Cr Farrar noted his planned activities contacting media in Auckland around the Technical committee meeting.

ICANN - the written report will go to international committee first. He noted that wait-listing service had been opposed during the day, however the board approved it the next day. The President noted the International Committee will shortly make recommendations to Council on ICANN pacific initiative. The President noted there will be pressure for Europe to join the CCNSO. If it can form and organise its secretariat and technical committee then InternetNZ will be as supportive as possible.

Cr Farrar noted there had been quite a cultural change in ICANN in that it had been stated publicly by their Chairman that it was outside their scope to tell CCTLDS what to do. Cr Farrar further updated Council on the last ICANN meeting and noted that all sides of ICANN are against site finder and a law suit will decide it. The President noted that Council will probably send an observer to WSIS in Tunisia 2005. Cr Riley noted the difference of going as official delegation v observer status and that a decision was needed what position InternetNZ would take.

Cr Farrar also noted ICANN has started to set up offices outside the US.

OECD

Cr Farrar gave a brief update on Antispam Taskforce - June 24 ^th date proposed for government workshop and MED had been very supportive.

Cr Farrar then spoke to his OECD report and there were six recommendations.

It was noted it was very difficult to get government departments to use secure servers.

Cr Sutton noted with regard to Antispam he saw no linkage to identity theft and wanted it to be included, that there should be a legal hook. As part of any spam legislation it will have legal ramifications. The Executive Director noted it was "fraudulent use of identity" rather than identity theft. The President noted it would be further discussed within the taskforce.

Moved (Vice President/Harris) "THAT recommendations detailed below be accepted.

1. That, noting the call from the OECD for all member states to pass legislation against spam as an initial but vital step in the battle, InternetNZ ask the Government to confirm that appropriate legislation will be introduced to Parliament in 2004
   
2. That InternetNZ discuss with MED and the SSC the desirability of the New Zealand Government participating in "Operation Secure your Server," organized by the US government,

3. That InternetNZ Anti-Spam Taskforce be asked to investigate the feasibility, pros and cons of setting up an open relay for the purpose of recording attempts to spam through it, allowing such information to be given to the authorities.

4. That noting the absence of an enforcement agency is one of the strong rationales for anti spam legislation, InternetNZ ask the Government to consult specifically on which agency is best suited and best resourced to be designated the New Zealand enforcement agency for spam purposes.

5. That InternetNZ agree in principle to attend the next OECD Workshop on spam, in Korea, with specific recommendations for attendance and funding to come from the Anti Spam Taskforce.

6. That InternetNZ request the Government to have a representative attend the ITU Seminar on spam in Geneva in June 2004, and also to have a representative from the appropriate specialist agency (MED until otherwise designated) to attend the next OECD Workshop on spam".

CARRIED U

Cr Northover noted thanks for an excellent report. Action: report to be put up on website under Antispam - INZ office. Cr Harris updated the group on the Australia rationale and their new Act and communications plan. He suggested attendance at next AP meeting which coincides with Apricot.

Cr Riley enquired re ICANN meeting whether there would be enough NZ attendance- Cr Farrar noted that quite a number of members were in attendance beyond council members and several .nz affiliates also attended.

REVIEW OF NZOC APPOINTMENTS

Only one electronic submission. In Auckland there was one advocate for each of the change models but consensus was the current model is the preferred one. Noted that a review may be requested in the future. MOVED (Vice President/Treasurer) that current model for NZOC appointments remain.

CARRIED U

Noted that there had been a number of issues around creation of this agenda, and noted that in future, agenda would be set well in advance. Action: The Secretary

SECRETARY'S REPORT

Cr Wallmannsberger spoke to his report . MOVED (Secretary/ Treasurer) "THAT that meeting schedule be received and accepted; that the date of 30 July 2004 be accepted as the date for the Annual General Meeting; that the position vacated by Roger De Salis on Council remain vacant until the AGM".

Noted error in meeting month for the June meeting.

CARRIED U

EXECUTIVE COMMITTEE REPORT

Cr Wallmannsberger spoke to the report. He noted Deloittes will come back with result of discussions with the accountants involved in the Domainz sale re the tax loss.

He requested that Council approve that term deposit currently spread across three bank accounts be increased. Cr Streatfield noted that if further large amounts were received that they be deposited in a different bank.

Moved (Secretary/Treasurer) "THAT Council approve that increasing the limit of the funds spread across three bank accounts from $400,000 to $733,000".

CARRIED U

Moved ( Harris/Treasurer) "THAT there will be a proposed an amendment to the bylaws".

CARRIED U

Cr Riley asked if Council had any comment on the way Ex Com are doing so far. Cr Harris noted as he was the only person who voted against it that he would comment and is quite pleased at results of exec committee. Cr Wallingford noted that the minutes were giving a good indication of what is being undertaken by Exec Committee. Cr Riley asked if there was a way to further cut down the time spent in Council meetings. The President noted that committees will be taking on more responsibility and the trust and faith was building slowly.

Cr Sutton noted he had been attending as an observer and noted the Executive Committee has a very full agenda. It was noted the process is a transitional one and over time the Executive Committee will be able to take on more. Currently the committee seemed to be working very well. Cr Northover also noted the Executive Committee was going well, in longer view, activities should be balanced across the Council and committees, and that the Executive Committee may not be required in the future. The President noted that this would be kept in mind.

TREASURER'S REPORT

Treasurer spoke to his report. Closing down the Patent Advisory project is now required as the Patent Advisory Group is now functioning as business as usual and enquired how it would be closed off. Cr Northover noted the logical option was that the Project Manager/Project Sponsor states that the project is over and produces final report. It was noted that the Project Management Workshop yesterday was very good and there is now a process to provide the kind of reporting required.

It was also noted that the project manual is going to be a very valuable document. It was suggested that a version be formatted for the public so InternetNZ can give the structure back to the community. Cr Sutton noted he has a lot of confidence in the structure and it will provide visual clarity.

Cr Harris queried one offs and specials line in the financial reports. The Treasurer explained this line item was for the recent member's consultation meetings.

MOVED (Forsyth/Vice President): "THAT Treasurer's report for February and March 2004 be accepted."

CARRIED U

Cr Riley noted we are very prudent with member's finances.

OFFICERS HONORARIA

The President noted his conflict of interest. The officers left the room (President, Vice President, Secretary and Treasurer) and the Council went into committee.

It was noted upon resuming recording that this will be more than a ten minute agenda item next meeting. Action: Cr Wallmannsberger

EXECUTIVE DIRECTOR'S REPORT

No written report as the Executive Director had been on leave, he gave a verbal report.

New premises were working well and gaining synergy across the office. There were some operational issues in regard to access to DNC area. A new staff member will be resourced and job description will be circulated next week.

New servers had been installed but not fully implemented, testing of Suse was going well. Most probably it would be implemented once the licensing issues are resolved. He would be meeting Novel next week.

Auckland office - next week will be continuing negotiations with Liz Butterfield re office space for InternetNZ in the Netsafe offices.

Cr Streatfield enquired whether the coffee machine is to be available for governance body as well. It was noted that if it is not exclusively for staff then the coffee machine should be put in the public area. In reply the Executive Director said the Governance body should have access and issue will be resolved.

MOVED (President/Treasurer): "THAT the Executive Director's verbal report be accepted.

CARRIED U

ICOP

It was noted initially that if Cr Streatfield is to be taking on extra duties for ICOP , this again raises issues of remuneration. Cr Riley's view was that this should only happen in exceptional circumstances.

It was also noted that in this case InternetNZ was asking the role (President) to undertake not the person.

With regard to item 4 of the report the honorarium, Cr Riley noted that if we accept in principle that they come back with project plan that includes the time involved then this could be considered. Cr Wallmannsberger said that this decision should not be taken as a precedent for future decisions and that a policy needs to be developed. It was noted that this will be deferred until the remuneration review is completed. The Treasurer accepted. MOVED (Treasurer/ Secretary) "THAT recommendations:

Keith Davidson, President be confirmed as Project Leader and Peter Macaulay, Executive Director, as Project Manager.

Cr Streatfield be confirmed as Project Sponsor

Keith Davidson remain in his office as President of the Society for the duration of this project (and within the Constitutional requirements of ToO).

The ICOP report be accepted.

The President removed himself from the chair. Cr Riley requested a listing of the Executive Director's priorities for the next Executive Committee meeting. Action: Executive Director

CARRIED

Abstained: President

AUDIT COMMITTEE

Cr Streatfield spoke to his report and of the recent meeting held. Treasury Policy has been back to audit committee copy attached to report. A bylaw change noted above will be put in due course.

There were issues of security in the internet banking system which was still a concern and Cr Streatfield meeting with ASB expert to discuss. It was noted the ASB process is also to be communicated to others as required. Cr Streatfield noted that as part of the financial reporting that $40,000 had been found in interest that had not previously been part of the accounts.

MOVED (Treasurer/Secretary): "THAT the Audit Committee report be accepted and the Treasury policy be adopted."

CARRIED U

GOVERNANCE AND CONSTITUTION

New constitution is now in place. Regarding the Poll of registrants, the matter was brought to the Audit Committee. After lengthy email returns it was agreed using Curia was acceptable as long as the process was followed. The Treasurer noted that Cr Farrar had behaved impeccably during the process.

However Cr Riley challenged the implications on the recommendations noting they are in conflict with the Sheffield advice and may impact on officer's remuneration in the future. He suggested discussion was needed prior to accepting the recommendations outside the meeting and that an issues paper be developed for council consideration. Noting he has issue with accepting policy as it is here.

The President noted that informed debate was required. Cr Streatfield agreed, it may be a precedent, and in future may not be exceptional. Cr Wallmannsberger requested the issue also be deferred until the remuneration review is completed, and didn't want to proceed until knows what outside advice had been tabled. It was noted that this issue was nothing to do with remuneration of officers, is a completely separate issue and has not been referred to the remuneration committee.

The President stated that there is no time critical aspect to the recommendations therefore it was for Council to accept that they have been tabled and sourced to appropriate committees for debate. Consensus to await reports and Executive Committee will review and report back to the July Council meeting Action: Executive Committee .

MOVED (Treasurer/Harris): "THAT the remuneration report be received for discussion, and the governance and constitutional report be received".

CARRIED

Abstained: Cr Farrar

LEGAL AND REGULATORY

Cr Farrar spoke to his report and the proposal on internet caucus. InternetNZ submission to the Video and Films Classification Amendment Act will be required. With regard to the research fellowship he noted that over and above Peter Dengate-Thrush being on the interview panel, we have a good established line of communication with Victoria University. It was noted that comment had been received that InternetNZ needs to be more active in this initiative. Cr Farrar stated that once a research fellow was appointed then contact arrangements and action plans will be developed.

Peter Macaulay left the meeting.

MOVED (Vice President/Treasurer): "THAT report be accepted"

CARRIED U

Peter Macaulay rejoined the meeting

OUTREACH COMMITTEE

It was noted that papers were missing from the collated Council papers. Documents were read during a break. Cr Riley spoke to the "Digital Pacific" Draft MoU with UNESCO and UNDP.  It was noted that UNESCO is not a funding agency in contrast to UNDP has a large funding base. The InternetNZ business plan has allocated $10,000 for the "Digital Pacific" initiative over the next three years.

Cr Riley noted that the action plan contained in Article 3 could be viewed as a stage one action plan with the possibility that additional projects will be identified over coming years.  Also noted was the benefit of elevating InternetNZ's profile with a new group of stakeholder organisations - both national and international.

Cr Streatfield asked had article 3, resources field 2, "InternetNZ will provide funding for two speakers etc" been modified specifically, not to include the wording funding "surplus" to InternetNZ annual budget but funding "to InternetNZ project budget".  Cr Riley said the changes had been made.

The MoU is a legal document which commits InternetNZ to funding obligations. In terms of risk that there was no implied additional financial obligations apart from the initiatives identified in the MoU and already provided for in the InternetNZ business plan.

Overall approval on the Pacific region MoU was voiced by Treasurer and the President.

Cr Riley also noted an upcoming technical conference which would take place in Vanuatu which InternetNZ had committed to sending two speakers.

MOVED (Riley/Northover): "THAT Council authorise the President and Executive Committee to finalise the proposed Memorandum of Understanding with UNESCO and UNDP.

CARRIED with Applause

Cr Riley noted the possibility of signing the MoU as early as the following week when the President (who normally be the signatory) will be overseas for an extended period.

MOVED (President/Treasurer): "THAT Cr Riley be authorised to sign the MoU on behalf of InternetNZ.

CARRIED

Abstained: Cr Riley

The Executive Director noted that he was presenting with NZRS and DNC at the NZ Computer Society 29 April.

PAG

No report

Technical Committee

No report

Strategic Plan

The final document was tabled. There were no substantive changes. It was noted that minor changes from NZRS didn't make it through, but were now included. Also the references to consultation on the strategic plan had been removed as this had now been completed.

Noted the strategic plan will be living document and will be revised, along with business plan on an annual basis. It was also noted that under Strategy 7 that the Treasury policy was now in place. Cr Streatfield requested that all long documents have page numbers. Action: All Northover queried 7.5 - in reply, it was there for discussion. Noted that external copy will not have business plan example column Action: Cr Farrar.

MOVED (Vice President/Treasurer): "THAT 2004-2007 strategic plan be adopted.

CARRIED U

With applause

Thanks were extended to Simon and David for all their work and to the others such as Jennifer Northover that were involved in this process.

BUSINESS PLAN

Cr Farrar noted it was almost unchanged from the membership feedback, that there was very strong support at the workshops, no one proposed anything additional, but a small number of priorities were changed. It was noted that although funding had been allocated in the business plan each initiative still required a business case to be completed and approved prior to any funding being issued.

Cr Streatfield noted the need to finalise the annual budget, that this can't be done until the business plan is adopted and requested that it be accepted at this meeting.

Cr Riley noted the communications plan will identify outcomes we want to achieve and the resources required. He questioned whether the Council was comfortable with the amount allocated for the communications plan. It was suggested that a contingency be allocated in each strategic area for communications. Cr Farrar wanted to see what the communications plan comes up with first. The President noted this will also be a living document and there are things that may be included. When and what it does include, allows us to do the business. Noted that exceptions when they come up will go through Council approval process.

Cr Riley drew Council attention to general project funds, we have number of $100k - as the nature of the internet is innovative, Cr Riley advocated making this fund at the high end of what we can afford; to develop twice a year a council meeting to approve the general funds expenditure.

He noted that in the past it has been very adhoc. However with the Project Management structure there will be some criteria developed to weigh one against the other if we have to make choices without tying InternetNZ up in a bureaucratic knot.

It was reiterated that the amounts included are not a licence to spend, however we should have a process to entertain any specific initiative that comes up and a contingency amount be available.

MOVED (Vice President/Treasurer): "THAT 2004/05 Business Plan be adopted, and be recommended by Council for adoption at the 2004 Annual General Meeting.

CARRIED U

INTEROP

Cr Riley by way of introduction, noted he had been asked to take over as Project Sponsor and he had agreed. He met with MED NZTE and Judy Speight for a go forward view. Since the process has concluded there has been a large gap in communicating back to the stakeholder. He needs clarity on what our role would be.

There is commitment from others to put money into the initiative as one off payments. NZTE have money available now until end of June. NZTE are interested in specific projects within the initiative. Future funding from them will be project driven approach rather then a process driven.

Cr Sutton spoke to his multi-casting project report which he had been progressing. The President inquired as to the security certificate on it, Cr Sutton had used his own. He noted that he will keep progressing with or without Council support, but was seeking support . Something for the technical committee to discuss. Books - Do people want to be put on a list for future developments? Cr Riley suggested when posting books that names are captured and a "birds of a feather" mailing list be developed. Thanks were extended with applause to Michael for his effort.

Cr Sutton raised issue of the expense of SSL servers, and Technical Committee to consider issue certificates in .nz name, Action: Technical Committee. Cr Harris noted that problem that certificates are hierarchical.

MOVED (Riley/Sutton): "THAT Interoperatability reports be received" .

CARRIED U

INTERNATIONAL COMMITTEE

The President welcomed Peter Dengate-Thrush to the meeting, and requested brief update on Cyberlaw.

APTLD is running along routinely now and is productive, next ICANN meeting is in July and seeking pacific candidates for Perth APTLD. Some funding was available from ccTLD. Gibraltar was 4 ^th European member now in CCSNO. Nominations for ccSNO were open and information is available on their web site.

The International Committee is meeting on 6 May and that is the next opportunity to discuss size of contingent to next ICANN.

Nick Wallingford left the meeting.

As far as the rest of ICANN, further GTLDs are being considered and may be through by September October.

A comprehensive draft of GAC principles had been developed, but are in fact an encouragement for government to be involved in taking over registries. UN committee on ICT met last month. Dengate-Thrush and Cr Farrar working on approach that we make it quite clear that have nothing to do with the uses of the internet but governance of CCTLD.

The Treasurer noted that we were still holding funds for ICANN Given progress on both of those should we release the money? Dengate-Thrush recommended releasing the money.

By consensus it was agreed that funds be released for ICANN and the Executive Director requested draft letter from International Committee as to where we send the money. Action: International Committee

ICANN meeting in NZ issue was raised again. Budget had been set aside for scoping. Dengate Thrush suggested using it as a "festival" type event. Sessions with ISPs, cyber fellows, and other initiatives were offered. The March 2006 option could be presented at AGM or e-vote one discussion papers have been through International Committee.

MOVED (President/Harris): "THAT International Report be received" .

CARRIED U

Debbie Monahan, Carol Stigley and Nick Griffin joined the meeting.

NZOC

The DNC spoke to the NZOC report. Cr Riley inquired whether the number of complaints dealt with will be reported in the annual report. In reply the DNC noted that from 1 April more measures in place but not recorded previously. Cr Harris noted the Anti-spam taskforce may want to take action for some domain names and asked about the DNC process.

Rafferty was convicted, found to have breached the legislation. The Australian court now needs to serve orders and be broad enough to include New Zealand. DNC was waiting for the Commerce Commission to complete a further action prior to finalising a letter of thanks from DNC.

MOVED (President/Northover): "THAT NZOC for Feb March reports be received" .

CARRIED U

NZRS Report

Carol Stigley NZRS Chair  noted it was year end so financial report not available. Company plan and report will be tabled at next meeting. Ipv6 paper was tabled. DNSSEC report response due to be completed after negotiations in July and implement in September 2005. NZRS gave presentation on their recent customer satisfaction survey, responders had been around 75% and satisfaction levels were high.

Jennifer Northover left the meeting.

Agreed by consensus that work in DNSSEC can proceed, only issue may be the overall figure and where it's going to come from. Carol requested written confirmation. Action: Executive Director

Dengate-Thrush requested a Registry representative attend on the technical committee and to also attend Perth and be on the APTLD technical committee. He is seeking someone to ensure the agenda does come out, as proactiveness is required. PDT also enquired whether the Registry interested in other CCTLD registry information. DNC replied that she doesn't have password for site. Action: Dengate-Thrush to supply CENTR site password to DNC and NZRS.

Cr Riley, more push back expected from govt on Ipv6 suggesting going to have to be more proactive in operations to lead NZ down the Ipv6 path. Noted that communication lines as appropriate will be developed as Ipv6 implementation will need strong leadership to progress. Noted that within six months the road map will be developed for working together over the next 5-6 years. Council endorses Registry position on Ipv6.

MOVED (President/Treasurer ): "THAT Registry report and Investigation into Ipv6 be received" .

CARRIED U

GENERAL BUSINESS

Cr Farrar updated the Council on the results of the recent survey, which showed overwhelming support for InternetNZ and its operations.

Cr Harris suggested to consideration be undertaken for a motion banning the use of laptops in the meeting unless for use on meeting business. To be an agenda item for next meeting Action:  the Secretary

Nominations for Council are soon to open, Secretary and Treasurer are standing. Someone was required to assist John Vorstermans. Cr Farrar stated he was happy to help with scrutineer/election process as he is not standing for office this year.

MOVED (Treasurer/Secretary): "THAT Cr Farrar be appointed as returning officer for the 2004/05 AGM and associated elections" .

Closed 4.27pm

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