Council Minutes 22/08/96

Minutes of a Meeting of the Council of The Internet Society of New Zealand Inc.

held in the Ministry of Commerce Building, Wellington, 22 August 1996

Status: These minutes have been approved as accurate by the Council.

PRESENT:

• Roger Hicks (chair), Stephen Bell (late), Jim Higgins, John Hine, John Houlker, Colin Jackson, Andy Linton (late), Arnim Littek, Frank March, Ian Mitchell (late), Donald Neal, Elizabeth Probert, John Vorstermans (late), Celia Wade-Brown

APOLOGIES:

• Neil James, Simon Lyall, Jenny Shearer, Ken Spagnolo

Observers: Craig Anderson (late), Robert Hunt (late), Hamish MacEwan, Simon Riley.

The meeting was opened at 10:05am.

The presence of Hamish MacEwan and Simon Riley as observers was acknowledged.

Motion: That the apologies be accepted
Chair/

CARRIED
NC, Abst. Chair

(Phillip Lindsay's apology was not seen by the Secretary until after the meeting.)

MINUTES OF THE COUNCIL MEETING OF 22 MAY 1996

Motion: That the minutes of the meeting of 22 May 1996 are a true and accurate record.
Chair/

CARRIED
NC, Abst.: Chair, Littek, Wade-Brown

Matters Arising from those Minutes Not Otherwise Covered in the Agenda

There were no such matters arising from the minutes.

RELATIONSHIPS AND STRATEGY

Report of discussions held in Montreal in June 1996 on the relationship between ISOCNZ and The (international) Internet Society.

Roger Hicks told the meeting that he had attended INET '96 in Montreal in June, without using the funding made available by ISOCNZ. While there he attended a meeting for representatives from each Internet Society chapter. He formed the view that the Internet Society had done nothing to change its relationships with other organisations.

It was identified that different types of chapter were required. Some existing chapters appeared to operate as user groups with minimal administrative staffing. Roger Hicks had stated at that meeting that ISOCNZ is not willing to join as a chapter under the existing rules.

His recommendation to the meeting was that 'we keep monitoring [the situation], but shouldn't lose any sleep over it'"

Stephen Bell arrived at 10.15am.

John Hine, who had also been in Montreal at this time, expressed the view that the Internet Society did not see this as a high priority.

Ian Mitchell arrived at 10.20am.

1997 CONFERENCE CONTRIBUTION

At the council's meeting of 22/5/96,

"It was agreed that the Relationships and Strategy Subcommittee will discuss with conference organisers the possibility that ISOCNZ offer a stream at a conference in 1997."

John Hine reported that he had spoken to the New Zealand Computer Society, TUANZ and Uniforum New Zealand. 'If we want to deliver some sort of benefit to our members in a reasonable period of time, Uniforum would be the best bet', with NZCS possibly looked at again in the longer term.

John Vorstermans and Andy Linton arrived at around 10.25am.

Ian Mitchell suggested that the society consider organising a half-day at a computer-Human Interaction (CHI) conference being organised by NZCS on 24-27 November 1996, the half-day to deal with CHI issues in WWW design.

John Hine suggested that a stream be organised at the Uniforum NZ 1997 conference, which would consist of a keynote speaker brought from overseas and four papers from within New Zealand. There was a brief discussion of possible overseas speakers.

Motion: That John Hine talk to the Uniforum conference committee with the goal of having a substantial presence on one day of Uniforum NZ '97, including
bringing in a keynote speaker from overseas.
Hine/

CARRIED
NC, Abst.: Chair

Motion: That John Houlker liaise with Mark Apperley and NZCS about our involvement in OzCHI, and advise Council of the results by 30 August 1996.
Hine/

CARRIED
NC, Abst.: Chair

OPERATIONS

Report on Negotiations with The University of Waikato and Victoria University of Wellington Regarding the Operation of a DNS Registry

Andy Linton apologised for his 'lack of focus on some of this'. 'I haven't given this the attention it deserves, and in fact I don't think all of us have given this the attention it deserves.'

He said that there had been problems with the cutover to a new system of DNS administration, but that the new structure was up and running. The handling of disputes requires further work.

John Houlker spoke briefly on work by The University of Waikato in automating the functions of the registry. He noted that it would in future be possible to separate the application of policy - acceptance or rejection of applications - from the administration of the registry database. This would make it possible to make the operation of the database 'simple and efficient'.

Colin Jackson reported that the DNS accounts are kept separate from other ISOCNZ accounts. It seemes likely to be necessary for ISOCNZ to underwrite the service during its start-up period.

He said that it is planned that a trust or company be established to act as a 'liability firewall', protecting the society and council members from litigation resulting from the actions of the DNS registry. Roger Hicks observed that this would also have the effect of protecting the DNS, should ISOCNZ 'become moribund'.

In response to a question, Roger Hicks reported that he and Colin Jackson were the council members actively negotiating with The University of Waikato.

Andy Linton expressed the view that the application of policy, for example deciding whether to reject an application because it's in an inappropriate subdomain, is a job which should be done by a hired agent rather than a council member.

Peter Dengate-Thrush, the society's legal advisor, addressed the meeting. He said that during the past year, after initially considering two approaches, his advice 'had become stronger and stronger' that ISOCNZ should make no check on an applicant's right to a DNS name. He referred to a court case (HC 110/94, between Flight Centre (NZ) Limited and The Registrar of Companies as the first respondent and Rotorua Flight Centre Limited as the second respondent) in which the Companies Office had been sued for issuing a name. The Companies Office won, and he suggested a similar approach for the DNS.

Only in Guam, he said, does any DNS registry make a general check of the right to use a name. Telecom issues 0800 "word numbers" without any check on the applicant's right to use a particular number. He said that the basis of his advice to the society so far was that the society was 'not committing any tort' simply by operating a listing service. He said that he had not yet formed a view on the position if a DNS name were claimed to be defamatory.

In response to a question, he said that his advice was that ISOCNZ should try to distance itself from the perception that it is making decisions about entitlements to use a name.

Some support was expressed by council members for the current policy on name allocation. Concern was expressed by Jim Higgins and Celia Wade-Brown at the way in which the policy has been or should be presented.

There was some discussion of name allocation policy in Australia. Celia Wade-Brown asked whether there was a way in which ISOCNZ could cooperate with bodies outside New Zealand. Peter Dengate-Thrush replied that there seems to be no good foreign precedent to follow. 'We're all groping in the same direction. The United States is ahead in terms of litigation.' 'A good solution developed in New Zealand is likely to be adopted in other countries grappling with this problem.'

Frank March expressed the opinion that the society cannot look elsewhere in the world for precedent, but must make its own decisions. He asked whether the society faced any liability for having failed to warn people of the possible consequences to them of registering a name. Peter Dengate-Thrush replied that he did not think so, as the society had no duty to do so. In response to another question he agreed that the society should continue to make it clear to those registering a name that they are asserting their right to use that name.

In response to a question about what it meant for a name to be in use, Peter Dengate-Thrush said that he believed 'that there is a good argument' that because of the commercial nature of the co.nz domain, registering a name in the co.nz domain is of itself a use of the name in trade.

There was some discussion of possible methods of restructuring domains within New Zealand to reflect existing trademark categories.

The meeting moved into committee at 11:51am in order to receive legal advice.

The meeting moved out of commitee and adjourned for lunch at 12.10pm. During lunch the General Manager of the Communications Division of the Ministry of Commerce, Hunter Donaldson, spoke informally to the council members.

The meeting resumed shortly after 1pm.

CHANGES TO SUBCOMMITTEE STRUCTURE

John Vorstermans expressed the view that the processes for the development of policy need to be defined.

There was some discussion of the problems which had been experienced in getting Council's Operations Subcommittee to function.

The employment of paid staff was also discussed. Colin Jackson warned that the society has a need to survive the next three or four months, as the DNS becomes self-funding.

Roger Hicks expressed the view that 'self-selecting subcommittees' in place 'have failed'.

There was some general discussion of the process by which it is determined which costs are appropriately met from DNS revenue.

Frank March left at 1.35pm.

Roger Hicks proposed that the issues which needed to be dealt with were:

• Establishment of a suitable legal entity to insulate the DNS from other ISOCNZ activities
• The handling of incoming enquiries or complaints regarding the DNS
• The possible restructuring of DNS domains
• What should be done with any surplus generated by DNS operation
• Public Education

Motion: That the Administration Subcommittee be authorised to spend up to $4000 to set up the necessary legal and financial environment to ensure the continuance of the New Zealand Domain Name System, and appropriate protection from liability for ISOCNZ, its councillors and employees. And further that the Administration Subcommittee report to Council the outcome no later than 14 November 1996.
Chair/

There was considerable discussion of the process to be followed in putting the proposed entity into place. There was some discussion in particular of consultation with ISP's. John Houlker proposed that if the Industry Advisory Group is not the appropriate body for getting input from industry, it should be made into such a body.

Celia Wade-Brown left at 2.10pm.

The motion was withdrawn.

Motion: That the Administration Subcommittee be authorised without undue delay to spend up to $1000 to select a solicitor and to take their advice in relation to a response to the letter received from Baldwin, Son & Carey.
Chair/

CARRIED U

Motion: That the Administration Subcommittee
1. Form a working group to:
(a) obtain advice on the best option(s) for a legal structure for administering the DNS,
(b) advise the membership of the general thrust of our initiative, and
(c) prepare alternatives for the consideration of Council and the membership.
2. Initiate the process of convening an electronic meeting of Council on 2 September.
Hine/

There was some discussion of possible consultation procedures.

Motion: That the motion be now put.
Higgins/

CARRIED
NC, Abst.: Chair

The motion was then put and

CARRIED
NC, Abst.: Chair

Andy Linton stated that he would prefer the email address made public for enquiries about DNS policy (dns-query@isocnz.org.nz) to go not to him but to an employee of The University of Waikato, who would then pass on to ISOCNZ the 'too hard' cases. He also wished to see DNS-related mail go to several people, rather than only to him.

Motion: That a DNS Oversight Committee be set up to provide technical oversight of the day-to-day operation of the DNS registries, and that this committee consist of Andy Linton, John Vorstermans and Neil James.
Chair/

CARRIED
NC, Abst.: Chair, Hine, Houlker, Neal

Stephen Bell left at 2.45pm.

Colin Jackson advised the council that 'a contract with The University of Waikato is ninety percent complete', and said that the society would have to enter into discussion with Victoria University of Wellington. In his view, the setting up of appropriate liability insurance should be a prerequisite to the signing of the contract.

There was some discussion of the process which should be followed in deciding what change if any should be made to the New Zealand domain structure. John Houlker was asked to recommend a course of action:

Motion: That John Houlker recommend to Council no later than 14 November 1996 how we should change the structure of DNS domains in New Zealand, consulting as widely as possible.
Chair/

John Vorstermans advocated the development of a document describing the process by which Working Groups function. The motion was then put and

CARRIED
NC, Abst.: Chair, Jackson

Motion: That Roger Hicks and John Vorstermans draft a proposal for the process under which Committees and Working Groups operate and circulate this to Council no later than the end of September 1996.
Vorstermans/

CARRIED
NC, Abst.: Chair

ADMINISTRATION

CORRESPONDENCE

a) Letter from the Hon. Maurice Williamson, Minister for Information Technology, 27/6/96
b) Fax to the Hon. Maurice Williamson, 9/7/96
c) Letter to the Hon. Maurice Williamson, 14/8/96

Motion: That the inward correspondence is accepted.
Chair/

CARRIED U

FINANCIAL

The treasurer, Colin Jackson, reported that the society held 'approximately $25 000' in its bank accounts. He referred to the need to prepare a formal set of accounts, as the society's financial year ends at the end of August.

Motion: That the Administration Subcommittee be authorised to spend up to $500 on accountancy services to meet the financial requirements of the Society.
Jackson/

CARRIED
NC, Abst.: Chair

MEMBERSHIP

Motion: That the Council thanks Brenda Lobb for her work as Membership Secretary.
Neal/

CARRIED U

PROPOSAL FOR THE EMPLOYMENT OF AN EXECUTIVE ASSISTANT

Colin Jackson briefly described his proposal:

"a part time executive assistant to do some of the day to day business of the society.

Activities:

• Maintain membership list
• Issue and track invoices
• Bank cheques and reconcile accounts
• Prepare GST and other returns (I appreciate that an accountant would be required sometimes also - one will be employed on a hourly rate when required)
• Prepare (but not sign) cheques
• Prepare membership renewal reminders
• Possibly empty a PO Box and provide a point of contact for the society

Costs:

Say half a day per week at $60/week = $3,000 per annum. This could be increased up to say 1 whole day if required, eg around membership renewal time. A proportion of the costs could reasonably be borne by DNS operations since they would drive some of the financial transactions which the EA would have to process - ie reconciling the DNS account, chekcing and paying invoices to UoW and VUW, submitting and tracking invoices to ASB for counters fees passed on from UoW.

Justification:

We are trying to provide a professional level of service on volunteer labour - busy volunteers at that. I don't believe doing the banking is a good use of my time and Brenda [Lobb] apparently thought the same about the membership lists. Councillors should concentrate on what councillors are meant to do - that is set policy, and make things happen."

There was some discussion of the services to be purchased, with Elizabeth Probert raising in particular the question of web page maintenance.

John Hine suggested that services be purchased for six months. Jim Higgins advocated avoiding any long-term staffing commitments, given the proposal that there be a new legal structure.

Motion: That the Administration Subcommittee be authorised to spend up to $5 000 to purchase administrative services for ISOCNZ. And that the purchase of such services be reviewed by Council at the first Council meeting of 1997.
Jackson/

CARRIED
NC, Abst.: Chair

Colin Jackson left at 3.25pm.

PRODUCTION OF STATIONARY

It was noted that letterhead paper is now available. Council members wishing to use some should contact the Secretary.

MOTION TO AMMEND THE BY-LAWS OF THE SOCIETY

Motion: That the bye-laws of the society be amended by the addition of section 16 as proposed.
Neal/

This motion was withdrawn on the grounds that it was incompatible with the proposed employment of external staff to maintain the Society's membership records.

Amendment to the Bye-laws' Provision for Sub-Classes of Organisational Membership

At the council's meeting of 22/5/96 it was resolved

"That the Administration Subcommittee prepare bye-law changes to implement the proposal."

The proposed changes were as follows:

That section 14 of the By-laws of the Society, which now reads as follows:

14 SUB-CLASSES OF ORGANISATIONAL MEMBER

There shall be no subclasses of organisational member as provided for in paragraph 3.3 of the Articles of Association of the Society.

be amended to read:

14 SUB-CLASSES OF ORGANISATIONAL MEMBER

There are three sub-classes of organisational member as provided for in paragraph 3.3 of the Articles of the Society. Organisations applying to become organisational members shall specify to which sub-class they wish to belong and pay the subscription set for that sub-class. The sub-classes of organisational member are:

(a) Bronze Organisational Member

A Bronze Organisational Member of the Society is an Organisational Member of the Society. An application to become a Bronze Organisational Member includes an application for the applying organisation's Chief Executive Officer or other most senior manager to become an Individual Member of the Society, that person's individual membership subscription being included in the organisational membership subscription.

(b) Silver Organisational Member

A Silver Organisational Member of the Society is an Organisational Member of the Society. An application to become a Silver Organisational Member includes an application for the applying organisation's Chief Executive Officer or other most senior manager to become an Individual Member of the Society, that person's individual membership subscription being included in the organisational membership subscription. In addition, a Silver Organisational Member may at any time apply for one other employee of that Member to become an Individual Member of the Society, that individual subscription also being included in the organisational membership subscription. Each Silver Organisational Member may have only one such nominee as an Individual Member at any time.

(c) Gold Organisational Member

A Gold Organisational Member of the Society is an Organisational Member of the Society. An application to become a Gold Organisational Member includes an application for the applying organisation's Chief Executive Officer or other most senior manager to become an Individual Member of the Society, that person's individual membership subscription being included in the organisational membership subscription. In addition, a Gold Organisational Member may at any time apply for one other employee of that member to become an Individual Member of the Society, that individual subscription also being included in the organisational membership subscription. Each Gold Organisational Member may have only one such nominee as an Individual Member at any time.

14.1 All Organisational Members of the Society as at 14 November 1996 shall be Silver Organisational Members with effect from that date.

14.2 A Bronze Organisational Member may apply to become a Silver Organisational Member or Gold Organisational Member, or a Silver Organisational Member may apply to become a Gold Organisational Member,
on payment of an additional subscription amount, being the difference between the annual subscription for the Member's new sub-class and for their present sub-class, on a pro rata basis for the period until the expiry of the Member's current subscription.

Motion: That the motion be tabled.
Chair/

CARRIED
NC, Abst.: Chair

PROPOSED AMMENDMENT TO THE BY-LAWS

Donald Neal proposed the following amendment:

That section 3 of the By-laws of the Society be amended to read "The number of Elected Council Members shall be fourteen."

Motion: That the motion be tabled.
Chair/

CARRIED
NC, Abst.: Chair

The meeting lapsed inquorate at 3.50pm.

©1997 The Internet Society of New Zealand