Minutes of Council Meeting - 26 August 2006

Minutes of a meeting of the InternetNZ Council

11.00am – 5.30pm, Saturday 26 August 2006

Level 10 Exchange Place, 5-7 Willeston St, Wellington

Status: Draft

1. ATTENDANCE:
   

Present

Colin Jackson (President)

David Farrar (Vice President)

Chris Streatfield (Secretary)

Michael Wallmannsberger (Treasurer)

Simon Riley

David Harris

Jamie Baddeley

Frank March

Mark Harris

Pete Macaulay

Jennifer Northover

Janet Maziener

Jonny Martin

Michael Sutton

In attendance

Jordan Carter (Acting Executive Director, Research & Policy Officer)

Nick Wallingford (Technical Policy Officer)

Susi Fookes (Project Administrator)

Debbie Monahan (Domain Name Commissioner)

Nick Griffin (General Manager NZRS)

Merv Delany (NZRS Director)

Michael Wigley

11am – 11.30am Council alone time.

The President formally opened the meeting at 11.30am and welcomed the new Council members. The meeting began with an introduction by each to Council

2. Governance

The President spoke on the governance of the Society. He began with a brief history of the Society and how the governance works in relation to the staff, executive committee, NZOC, NZRS, task forces and committees etc.

He moved into strategic planning, the budget and business plan, noting that it is different each year as InternetNZ’s work adapts to what is needed by the industry.

He touched on the protocols on confidentiality, dealing with the media and about the practical workings, including running of meetings. A show of hands indicated that Council prefers to meet on a mix of weekdays and weekends.

He highlighted the importance of debate and e-voting. Cr Mazenier noted that as a new Councilor it is hard to vote when the background is unclear, she asked that e-votes have a brief background.

3. How Council works

The introduction to Council continued with Cr Riley giving his personal view on how Council works. He explained how to get things done, starting with identifying funding in the budget through to working with the Executive Director.

He briefly covered the politics and tensions of Council, he noted that he means to inform new Councillors and he was not suggesting that there are right or wrongs.

He finished his presentation with a few final thoughts. He noted we do not ‘spend’ money; rather we ‘invest’ for the Internet community.

12.19pm – 12.46pm Council broke for lunch.

4. Apologies

Cr Sutton – for lateness.

5. Declaration of Councillor Interests

Councillor interests are as published, except for the following amendments:

President – final bullet no longer relevant

Secretary – is not member of NZCS

Cr March – day job conflicts with the telecommunications item, but will maintain confidentiality

Cr Mark Harris – Creative Commons Licence legal team

Cr Macaulay – Sponsored by Ericsson and Packet Funk

Cr Northover – Remove ‘Member of general assembly of the DNSO of ICANN’

Cr Mazenier – Remove ‘Digital Strategy’s BB Challenge Fund assessor’

Nick Wallingford asked that Council email changes to their Declaration of Interests prior to the meeting in order to save time.

6. Consideration of Agenda - In Committee Items

The following items may need to be moved into committee:

• Telecommunications submission

• Structural review contract

• NZOC report
  

7. Consent Agenda Item

RN 64/06 (Treasurer/Secretary)”THAT the minutes of the meeting held on 16 June 2006 be received and adopted as a true and correct record, AND THAT the following reports be received:

1. President’s Report

2. Vice President’s Report

3. Treasurer’s Reports

4. Exec Directors Monthly report

And that the E-votes be ratified”

8. Matters Arising from the Minutes
Status of Action Points from previous meeting:

• Sean Weekes to be reminded of Council attendance requirements.

Status: no longer required as Sean’s term is finished

• Include Register of Councillor interests in each meeting papers pack.

Status: actioned

• Janet Mazenier to be reminded to complete a Declaration of Councillor interests.

Status: actioned

• In letter to ICANN, InternetNZ will advise ICANN that it has decided to defer consideration of entering into an Accountability Framework, and will look for signs that ICANN is positively responding to a path forward.

Status: not actioned due to the Dengate Thrush bereavement

• Support CIRA’s stand as per their 14 June 2006 letter.

Status: not actioned due to the Dengate Thrush bereavement

The President informed Council that he expressed InternetNZ’s support of CIRA’s letter in a conversation with Paul Twomey, but took no formal part in the meeting.

• IAC to consider the Riley discussion on InternetNZ encouraging NZ government participation in ICANN.
  

1pm – 1.11pm The Riley discussion was taken into committee.

Action point: The President and staff will write to the Minister as a matter of urgency raising the issue over GAC acceptance by the New Zealand government.

CARRIED U

9. New Committees and Working Groups

The President introduced the item. The Executive Committee and the Executive Director developed the new committees and working groups.

Public Policy Committee and Technical Policy Committee face major change, the key change being that all Councillors are to sit on both committees. Everyone will be on the email lists and Council can filter what they choose. It is an opt-out rather than an opt-in system. Jordan noted that this is about transparency, so that all Council is aware of what is going on.

1.14pm Cr Sutton arrived.

There was some discussion on how this will work. The Vice President noted that the structure will work well in its simplicity; the list discussion produces an output which then goes to committee.

He continued that Tiger Teams have been used instead of Task Forces over the last year and has been very successful, the new model utilises this.

Cr Mazenier was in support of this as a new Councillor. She suggested that there be some structure around the communication, ensuring the point of the email is clear.

Changes to the diagram outlining the new structure were noted:

• Move ‘manage ED contract’ to sit above the ED.

• ‘Appointments Panel/Remuneration Panel in wrong place.
  

The Treasurer was in support of the email lists, that it will mean a more informed Council. He noted that it does not negate the need for monthly reporting.

1.33pm - Michael Wigley arrived.

RN 65/06 (Cr David Harris/Secretary) “THAT the committee structure as outline and amended be adopted by Council.”

CARRIED U

10. Briefing: Telco Amendment Bill Submissions

1.38pm – 2.28pm Council went into committee.

It was agreed that Jordan Carter, Cr Riley and Michael Wigley put together an excellent submission.

RN 66/06 (Cr Macaulay/President) “THAT a vote of thanks be given to the team who have worked on the submission.

CARRIED U

With applause

2.29pm – Michael Wigley left the meeting.

11. New Committee and Working Groups continued

Executive Committee

Changes made to the Executive Committee ToR:

Composition

Replace ‘(confirmed in position by affirmation of Council on nomination from the President)’ with ‘elected by Council’.

Meetings

Delete ‘Once scheduled, a meeting date or locations may be altered or cancelled only for sufficient cause by’

Delete ‘…not less than seven days before the original or the new date of said scheduled meeting, whichever is earlier.’

Delegated Authorities

Remove Delegated Authorities section.

Other

Add financial authorities.

• Any budget

• Unbudgeted to $20K
  

Public Policy Committee

Changes made to the Public Policy Committee ToR:

Membership

Change ‘The InternetNZ Vice President shall chair the committee’ to ‘David Farrar’

Add ‘but may opt out if requested.’ to the end of the ‘…to the committee mailing lists’ (second bullet point).

Technical Policy Committee

Changes made to the Technical Policy Committee ToR:

Membership

Remove ‘The InternetNZ Treasurer shall chair this committee’.

Add ‘but may opt out if requested.’ to the end of the ‘…to the committee mailing lists’ (second bullet point).

Fellowship Committee

This was tabled – will report back to a future Council meeting.

Audit and Risk Committee

The Treasurer is to develop a Terms of Reference and will put it to an E-vote or bring to Council.

Internet Governance TF

Tabled.

Tiger Teams

Tabled.

RN 67/06 (Treasurer/Secretary) “THAT the Committee Terms of References be adopted as amended.”

CARRIED U

Action point: Treasurer to progress the Audit and Risk Committee ToR

Action point: The Executive Director to come back with any guidance required in terms of the Tiger Teams and to explain the Internet Governance TF.

RN 68/06 (Cr Mark Harris/Cr Macaulay) “THAT the Executive Director – Delegated Authority Terms of Reference be adopted.”

CARRIED U

RN 69/06 (President/Cr Mark Harris) “THAT Michael Wallmannsberger be appointed the chair of the Technical Committee and that David Farrar be appointed the chair of the Public Policy Committee.”

CARRIED U

Cr Macaulay nominated Cr Riley as the Non Officer Representative on the Executive Committee, Cr March seconded the motion. Cr David Harris noted his interest in the role, but would not stand against Cr Riley. No other nominations were received. Cr Riley was elected.

12. Councillor Support & Governance training schedule

Jordan Carter spoke on behalf of the Executive Director. There was to be governance training this morning but the contractor was unable to as arranged due to a possible contract with InternetNZ. The training is to be rescheduled. In the meantime Jordan invited new Councillors to approach staff on use of resources and reimbursement.

Cr Mark Harris asked the President to revisit the policy of having no laptops. After discussion, it was clear that there were mixed feelings within the group. It was noted that the issue is poor behaviour rather than the laptop. Cr March noted that the Chair can address the poor behaviour with. The President told Cr Mark Harris that he would consider this and advise the Council at a future meeting.

13. Public Policy Committee

2.40pm – 2.58pm Council went into Committee.

14. Remuneration Panel Report

Cr Northover spoke to the report, noting there are some changes with the change to the committee structure discussed earlier in the meeting. She opened the floor to questions.

It was suggested that ‘meeting fees’ have been trialled previously by Council. The Secretary noted that this was not the case – previously there was an ‘honorarium’.

The Secretary noted that it is an excellent report, the Treasurer agreed but has some reservation on the idea of meeting fees, noting that there is also an administrative issue. Also it is hard to consider the Tiger Teams in this.

It was noted that Councillors should have the option to opt out if it was not suitable to them.

The President deferred further discussion to later on the agenda..

3.11pm – 3.24pm Council broke for afternoon tea.

3.24pm Cr Sutton left the meeting.

15. NZOC Report

Cr March spoke to the NZOC report. There are three monthly reports. May includes the NZOC strategic retreat and action points developed from that, and includes Debbie’s travel report. June is straight forward and July includes a question about the ‘cowboy’ registrar.

Cr Macaulay asked the Domain Name Commissioner about internationalised domain names and what role Karaitiana Taiuru plays. She responded that he has a strong interest in Maori issues and also in the Internet; she noted that he does not have a particular role, rather contributes with his knowledge of Te Reo.

Cr Riley asked in respect of a Domain Name Dispute about an applicant who “did not meet the application standard required.” He asked if our process is not clear enough. Cr March answered that the applicant did not outline the issues addressed in the policy. The Domain Name Commissioner noted that it has highlighted that our policy is working well.

3.31pm – Nick Griffin joined the meeting.

3.32pm – 3.52pm Council went into committee

3.42pm – Merv Delaney joined the meeting.

RN 70/06 (Cr March/Secretary) “THAT the NZOC Reports for May, June and July 2006 be received.”

CARRIED U

Cr March introduced the proposal for formalising relationships with ICANN and the New Zealand government.

RN 71/06 (Cr March/Cr David Harris) “THAT Council adopts this proposal for formalising relationships with both ICANN and the New Zealand government.”

CARRIED U

AP: NZOC to report back to the next Council meeting with a project plan for discussion.

16. NZRS Report
The President noted it is Merv Delaney’s last council meeting as an NZRS Board member, and thanked him for his work. He then handed the floor over to Merv who introduced the NZRS report. NZRS has continued to perform well financially as .nz domain names continue to grow. There was a calculation problem with the budget which indicates bad results. He noted that there is a formula they use which they got wrong this year, resulting in a difference between the budget and the actuals.

RN 72/06 (Cr Mark Harris/Secretary): ”THAT Council accept the report of the NZRS.”

CARRIED U

4.04pm Debbie Monahan, Nick Griffin and Merv Delaney left the meeting.

17. Remuneration Panel continued

The table continued the discussion and moved into Council resources including cell phones and taxi cards.

It was agreed that the report is to go to the Executive Director for review. Cr Northover suggested a teleconference ‘tidy up’.

RN 73/06 (Cr Northover/Secretary) “THAT Council receive the Remuneration Panel report and consider the content and provide feed back to the panel for development.”

CARRIED U

The President thanked Cr Northover and the panel for their work.

18. Structural Review Task Force Report

4.14pm – 4.25pm Council went into committee

RN 74/06 (Secretary/Cr David Harris) “THAT should the SRTF be satisfied with due diligence, they be authorised to enter into final contract negotiations with the advised preferred lead reviewer”

CARRIED U

The President thanked the panel for their work.

19. Financial Reserves Policy

The Treasurer spoke to the report gave a brief background for new councillors, noting that the resolution is to keep 1.45 million in the bank, including the DNC total reserves are to be 2 million dollars. There was a brief discussion on the breakdown of the figures. Rationale is not considered to be watertight, it is a finger in the air type approach. Cr Macaulay saw the Executive Director’s path to be very sensible.

RN 75/06 (Treasure/Cr Northover) “THAT the Financial Reserves Policy be adopted.”

CARRIED U

20. ICT-NZ Report

In the Executive Director’s absence, this was postponed until the next Council meeting or the Executive Director will update via email.

Action point: An interim report on ICT-NZ to be provided to Council by the Executive Director.

21. Strategic Plan

Jordan Carter spoke briefly on the plan on behalf of the Executive Director. He indicated the Executive Director’s desire to lock in a crisp clear vision and mission statement as the main task for this Council meeting. There was some discussion on the plan. Council agreed to postponed this item due to the Executive Director’s absence and also as it was getting late in the day.

Council committed to completing a final draft in October.

Action Point: President, Vice President, Cr Riley, Cr Baddeley and Cr Northover to work with staff on the process and start the work of the Tiger Team to get this through ready for the October meeting.

Cr David Harris offered to ‘word-smith’ for the Tiger Team, to help tidy the document.

22. Executive Director’s Report

Jordan Carter spoke on behalf of the Executive Director. He briefly introduced the report then opened the floor for questions.

The Treasurer asked after the MED peering report. Cr March responded that it was a commissioned report sent out to interested organisations. They had a number of responses and they are now being considered. Cr Baddeley spoke about his meeting with MED on the InternetNZ spectrum management submission. He and Nick Wallingford worked on the paper in a very short timeframe. It was noted that it is a significant output by InternetNZ and Council thanked them for their excellent work.

Cr David Harris noted that he was pleased to see an engagement with the NZ Bankers Association.

RN 76/06 (President/Secretary) “THAT the Executive Directors Report be received.”

CARRIED U

The Secretary spoke about the signatories section. He suggested that recommendation “THAT any two of the following be authorised to sign cheques…” be removed. This was agreed by all.

Signatories are as follows:

Keith Davidson – Executive Director

Colin Jackson – President

David Farrar – Vice President

Chris Streatfield – Secretary

Michael Wallmannsberger – Treasurer

RN 77/06 (Cr Macaulay/Cr David Harris) “THAT the ratification of the delegations/signatories be noted.”

CARRIED U

RN 78/06 (Vice President/Secretary) “THAT the external appointments for InternetNZ personnel be ratified, and serving members be acknowledged.”

CARRIED U

23. General business

Council noted their condolences to the Executive Director for the loss of his father.

The President congratulated and thanked Jordan for carrying the meeting on behalf of the Executive Director.

RN 79/06 (Cr Macaulay/Cr David Harris) “THAT Council offer congratulations to Don Hollander for being appointed APTLD General Manager.”

CARRIED U

With applause

Cr David Harris noted Councils poor participation in the Remuneration Panel E-vote and asked that Council not repeat this performance.

Next Meeting Friday 13 October.

5.17pm The President closed the meeting.

Action Points:

1. The President and staff will write to the Minister as a matter of urgency raising the issue of GAC acceptance by the New Zealand government.

2. Treasurer to progress the Audit and Risk Committee ToR

3. The Executive Director to come back with any guidance required in terms of the Tiger Teams and to explain the Internet Governance TF.

4. An interim report on ICT-NZ from the Executive Director.

5. President, Vice President, Cr Riley, Cr Baddeley and Cr Northover to work with staff on the process and start the work of the Strategic Plan Tiger Team to get this through ready for the October meeting.