Minutes of Council Meeting - 13 October 2006

Status: Draft

ATTENDANCE:
    a.     PRESENT

• Colin Jackson (President)
• David Farrar (Vice President)
• Michael Wallmannsberger (Treasurer)
• Chris Streatfield (Secretary)
• Simon Riley
• Michael Sutton
• Mark Harris
• Jennifer Northover
• Frank March
• Jamie Baddeley
• Jonny Martin

    b.     IN ATTENDANCE

• Keith Davidson (Executive Director)
• Jordan Carter (Research & Policy Officer)
• Debbie Monahan (Domain Name Commissioner)
• Nick Griffin (General Manager NZRS)    
• Carol Stigley (NZRS Director)
• Nick Wallingford (Technical Policy Officer)
• Susi Fookes (Project Administrator)
• Richard Wood (Communications and Research Officer)

10.55am – The President introduced John Boyd, the facilitator of the Strategic Planning Workshop.

Strategic Planning Workshop

There was discussion on the function of the strategic plan; should it be an external or internal document? It was agreed that it must be an internal document, and should be an external document.
1.Internal: Council (belongs to us), NZOC, NZRS, Members, Staff (including potential staff)
2.External: Government, Media,  International siblings, Registrants, Registrars, Users and non users, Local siblings, Potential members, ISPs, Local siblings, APTLD, ICANN and UN

It was agreed that the tone of the document is to be optimistic, aspirational, grounded and authentic.

There was discussion on the length of the plan and how it should be an emergent strategy that caters for the changing industry we are in.

It was agreed that the tiger team will finish developing the values and bring them back to Council. John will attend the tiger team meeting.

1.29pm John Boyd left the meeting.

1.30pm The President opened the Council meeting formally and introduced Donald Clark of REANNZ.
   

REANNZ

Donald Clark from REANNZ gave an informational presentation on the KAREN project.

1.53pm Donald Clark left the meeting.
   
1.53 – 1.58pm Council took a break.

1. Apologies
Cr Mazenier
Cr David Harris
Cr Macaulay

2. Declaration of Councillor Interests

Councillors with changes to their declaration of interests were asked to email them to Nick Wallingford to be posted online.
   
Action Point:     Cr Baddeley, Cr Martin and the Vice President to provide the wording for changes to their declarations of interest to Nick Wallingford.

3. Consideration of Agenda - In Committee Items

The Netsafe Proposal item will be discussed in committee.

4. Consent Agenda Item

The Executive Director asked that the agreed delay in future joint TCF/INZ ENUM taskforce meetings be noted.

The Secretary noted that he is the ICOP Project Manager not David Farrar (as recorded in the project report for August 2006). He also noted that there needs to be a consistency with the titles, should always read Project Sponsor (not Project Manager).

The Executive Director noted that in the Scoping for Certification Authority project report, MED should read MSD.

Cr March asked after the Liz Dengate-Thrush foundation. The Executive Director responded that contributions are still coming in and there is potential for more donations at the ICANN meeting in Brazil.

RN 80/06 (President/Secretary)”THAT the minutes of the meeting held on 26 August 2006 be received and adopted as a true and correct record, AND THAT the following reports be received and any recommendations therein adopted:
a.President’s Report
b.Treasurer’s Reports (Accounts for July, August 2006)
c.The Executive Director’s Report and associated Project Reports for August 2006”
CARRIED U

5. Matters Arising from the Minutes

There were two changes to the minutes of the last meeting – page 6 “Domain Name Dispute” should be “Domain Name 2LD”. Also Janet Mazenier’s name is spelt wrong. Councillors were reminded that changes to minutes should be emailed to staff before the meeting.

Outstanding Action Points from Previous Meeting
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.
    The President noted this is in hand.

2.Treasurer to progress the Audit and Risk Committee ToR
    Complete.

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

4.An interim report on ICT-NZ from the Executive Director.
    The Executive Director noted this is in his papers.

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.
    The President noted this is in hand.
   
Cr Riley requested that action points return to the old format; a table listing who is responsible and the status as at the time papers are circulated for the next Council meeting.

Cr Mark Harris asked after his request to the President (from last Council meeting) asking to allow laptops in Council meetings. The President suggested the item be dealt with under general business.

RN 81/06 (Secretary/Treasurer) “THAT e-vote 060911 (Audit and Risk Committee) and e-vote 060922 (Netsafe SME Cybersafety Toolkit) be ratified.”
CARRIED U

Note: these e-votes are as follows:

060911
WALLMANNSBERGER / FARRAR
THAT Council appoints an Audit and Risk Committee consisting of Michael Wallmannsberger (Chair), Jamie Baddeley, David Harris, Janet Mazenier and Chris Streatfield.

THAT Council adopts the proposed Terms of Reference for the Audit and Risk Committee.


0609022
WALLMANNSBERGER / STREATFIELD
THAT InternetNZ will contribute $7,000 towards the Netsafe SME Cybersafety Toolkit, from the InternetNZ Special Projects Fund.

2.10pm Carol Stigley, Nick Griffin and Debbie Monahan joined the meeting.

6.  NZRS Report

Carol Stigley and Nick Griffin were welcomed from NZRS.  The President noted InternetNZ’s ongoing desire to diversify revenue streams, and thanked NZRS for its work in progressing this. Carol spoke to the report, noting that there is no quarterly report. She spoke briefly on the business opportunity from SSC; they are looking for a pilot registry and repository system. This is an ideal project as it is very close to the competencies of the company, and it may lead to other opportunities. She noted that they are unsure when they will hear back about their bid. Nick noted that the President has stepped out of any discussion in the process as he has links to SSC and the Treasurer has stepped in for him. The Treasurer congratulated NZRS on their report.

RN 82/06 (President/Secretary) “THAT Council note the NZRS proposal.”
CARRIED U
2.24 - Carol Stigley left the meeting.

7. NZOC Report

Frank March spoke briefly to the NZOC report; it is only on the August report, the September report will be out next week or the following week. He noted that the level of active domain names have passed 250,000. He then opened the floor for comments.

Cr Riley asked about NZOC’s change to the performance testing regime. Cr March answered that there is now detailed performance testing, which breaks it down to servers. Debbie Monahan said that NZOC are working with NZRS on DNS reporting.

Council requested that NZOC monthly reports be circulated with the Executive Director’s report and the monthly financials. This was agreed.

8. Discussion papers on NZ Government and ICANN relationships

Cr March spoke to the item, he noted that paper has two recommendations and that the first only applies only to part A. He asked that if the process is agreed to, Council commit to its completion.
   
The Vice President thanked NZOC for the paper and began discussion by stating some of his concerns. He suggested that a MoU is more likely to cause government interference than legislation. He asked if a formal agreement will affect InternetNZ’s advocacy work. There was discussion on how a MoU may be useful. It was agreed that fair arguments can be made either side.

Cr March said that government have not made any decisions around this, rather this is an issue that needs to be considered as the Internet impacts the New Zealand economy.

The Executive Director noted we also look out for the rights of .nz domain name holders and that they are not all New Zealanders. Cr March saw .nz as being publicly perceived as an issue of New Zealand.

The President suggested that the Internet Governance Tiger Team would be an appropriate group to handle this.

Debbie reminded Council are not being asked to commit to anything other than listening to what government have on offer. She noted that government already influence our policy and that we seek their input when we are putting changes in place.

It was agreed to continue the discussion later in the agenda (post the Executive Director’s report).

3.16 – 3.29pm Council broke for afternoon tea.

3.29pm Richard Wood joined the meeting.

The Executive Director introduced Richard Wood, InternetNZ’s new Communications and Research Officer. Richard spoke briefly about his background.

3.35 Richard Wood left the meeting.

9. Netsafe Item

3.35 Martin Crocker joined the meeting.

3.35 – 3.57 Council went into committee to discuss the Netsafe item.

3.57 Martin Crocker left the meeting.
 
RN 83/06 (President/Secretary) “THAT Council gives tentative approval to the Netsafe proposal.”
CARRIED
Abstention - Mark Harris

10. Executive Director’s Report

The Executive Director spoke to the report. The Office will be closed over the Christmas and New Year period, reopening 8 January 2007. He has reported on the Telecommunications Act, Anti-spam and Cyberlaw on behalf of the public policy committee. He apologised for not being able to attend the last Council meeting.

A new Cyberlaw Fellow has been appointed for 2007. The new Fellow was the first choice in last year’s selection, however was not available until now. The current Fellow, Dr Judit Bayer will complete her term December 06/January 07.

The Executive Director touched on ‘advertising on the .nz spending’. This was requested by the members at an AGM for Council to make a decision. Cr Riley reminded the group that he would like to see a Communications line in the budget and this money should be rolled into it.

He then asked for clarification on some of the Councillor benefits (real email, office software and cell phone for officers) from the report presented by the Remuneration Review Panel last Council meeting. Cr Northover explained the benefits. The report is to go to the Structural Review Task Force, the panel’s work in now complete. The President thanked them for their valuable work.

The Executive Director noted that ICANN has now made InternetNZ an ‘at large structure’.

He gave a progress report on the History Project. Several proposals were received, three candidates were interviewed and a final candidate has been selected and asked to write a book. Cr Baddeley noted that he has considerable information to pass on to the history writer.

The form in which the Internet Governance Tiger Team is to take has been revised from last Council meeting. It is now to look at overall aspects of Internet governance; this includes issues with the UN etc. It would be a ‘watching’ group of interested people to follow these issues. It was noted that it should be a committee or working group rather than a tiger team.

Cr March noted that the objectives of this group would sit along side of the NZOC paper.

RN 84/06 (President/Treasurer) “THAT the Executive Director’s report be received.”

RN 85/06 (President/Treasurer) “THAT the imminent appointment of the 2007 Cyberlaw Fellow be noted.”

RN 86/06 (President/Treasurer) “THAT Council agrees not to proceed with the advertising budget for “expenditure of non .nz fund use”

RN 87/06 (President/Treasurer) “THAT the Internet Governance Tiger Team be constituted, with the composition and Terms of Reference as outlined in this report.”

RN 88/06 (President/Treasurer) “THAT Council note ICANN’s confirmation of InternetNZ as an “At Large Structure”.”
CARRIED U
4.23pm Debbie Monahan rejoined the meeting.
 
The Vice President saw the way forward as merging the two groups (Internet Governance task force/tiger team and Task Force managing the relationships discussion) into one. He thinks that they should report to both the Public Policy Committee and to NZOC with Debbie as the Project Manager.

The Secretary noted that the NZOC paper on NZ Government and ICANN relationships has not been accepted yet.

RN 89/06 (President/Treasurer) “THAT the Executive Director, the Vice President, Debbie Monahan and Cr March jointly agree on a recommendation for Council of a subgroup to address the Internet governance issues highlighted in the Executive Director’s report and to form the working group described in the NZOC’s paper on formalising the relationship with government and ICANN.”
CARRIED
Abstention - Secretary

RN 90/06 (Vice President/Cr Mark Harris) “THAT InternetNZ Council agrees to talk to the New Zealand government regarding the .nz delegation.”
CARRIED
Abstentions – Cr March, Cr Baddeley

Action point: Executive Director to inform members of these resolutions.

4.43pm – 4.52pm Council took a short break.

11. Spending Envelope Discussion

The Executive Director opened the discussion, noting that the aim of this item is to give staff guidance in writing the budget for the coming year. He also noted that other budget items have been included (i.e. the Netsafe proposal, Council honorarium etc). He presented three options:
Status quo:     $1,940,000
Expansion:     $2,300 000
Contraction:     $1,800,000

Jordan Carter noted a difference between the printed version and that shown on screen. This is as it has been updated since the papers were mailed out. He further noted that the difference is marginal.

The Executive Director noted that InternetNZ financial reserves have been run down steadily (as intended). Reserves are now at or below the desired level (as set in the Financial Assets policy), so a deficit budget is no longer an option available to Council. It was noted that if status quo is chosen, a bigger dividend will be required from the company.

Cr March noted that from speaking as the NZOC Chair he would like to see a reduction.

There was discussion on what Councillors would like to see spent. Jordan noted that Staff will treat this as a hard cap, and noted that the last budget planning session was difficult because of the absence of such a hard cap.

A straw poll was taken, the majority chose the status quo option.

RN 91/06 (Treasurer/Cr Mark Harris) “THAT Council set the spending envelope for the 2007/08 Budget at $1.9m.”
CARRIED
Against – Cr March, Cr Riley

RN 92/06 (Treasurer/Secretary) “THAT the Executive Director advise NZRS and NZOC of the spending envelope, signifying that Council intends to substantially fund the spending from the 2007/08 NZRS Dividend.”
CARRIED U

RN 93/06 (Treasurer/ Secretary) “THAT Committees should meet to consider their financial requirements for the 2007/08 Budget and determine any new projects that will require funding, old projects that will cease to require funding, and any other budget matters, in preparation for a Council workshop on the 2007/08 Budget at the December Council meeting.”
CARRIED U
5.30pm - The President left the meeting.

12. ICT-NZ

The Executive Director spoke to the paper and reminded Council that it is a discussion document only. He gave an update of ICT-NZ’s progress and noted that the later an organisation joins ICTNZ the less influence they have. They are now are advertising for an Executive Director, they have funding from government for the position for 12 months. There is significant movement in the industry to join the group.

He outlined levels of involvement InternetNZ could chose (as listed in his report): Fullish engagement (option 1), minimal engagement (option 2a), medium engagement (option 2b), “questionable” engagement (option 2c) or least engagement (option 3).

The Executive Director presented a chart that illustrated how ICT-NZ would work. The structure would allow InternetNZ to have a forum.

There was a long discussion on the pros and cons of an engagement with ICT-NZ.

Cr Northover needed to leave the meeting and noted that she was sceptical.

6pm - Cr Northover left the meeting.

A straw poll was taken on what involvement Council would like to engage with ICT-NZ.
Fullish engagement (option 1) – No votes
Least engagement (option 3) – 1 vote
Options 2 a,b and c – 6 votes [There was interest in taking pieces from option 2 a, b and c. In summary: No merger; ‘partnership membership’; Forum could be of interest; Councillor engagement to be discussed at a future council meeting.]

13. General Business

Cr Mark Harris asked that laptops be reintroduced to Council meetings. There was discussion on whether the benefits out way the negatives. It was noted that the issue is inappropriate use rather than laptops. It was agreed that laptops be allowed in Council meetings and are not to be open during the whole meeting. It was also agreed that other Councillors may point out inappropriate use.

Next Council Meetings:
Friday 20 October, Noon to 2.00pm (Leblanc Diagnostic – Westlakes)
Friday 15 December, evening (Council Xmas Party)
Saturday 16 December, 9.30am - ? (Theme is Business Plan and Budget)

Meeting Closed:        6.32pm.

Signed as a true and correct record:
Colin Jackson, President, CHAIR