Council Minutes 11/12/98

MINUTES OF MEETING OF THE COUNCIL OF THE INTERNET SOCIETY OF NEW ZEALAND INC HELD AT (e)-Vision Centre, 11 December 1998

Status: Minutes adopted at Council Meeting 26 February 1999

WELCOME

Jim Higgins opened the meeting at 9:10am and welcomed those present. He gave a special welcome to the eight newly elected Councillors who were present, and welcomed back re-elected Councillors.

PRESENT

• Jim Higgins (Chair), Frank March (Secretary), Colin Jackson (Treasurer), Don Hollander, Liz Dengate-Thrush, David Farrar, Keith Davidson, Don Stokes, Mark Davies, Richard Bourne, Mark Harris, Peter Mott, Jennifer Northover, Sue Leader (Executive Director).
• OBSERVERS: The Chair introduced the Observers – Gavin Adlam (ISOCNZ Solicitor) and Andy Lake (Clear)

APOLOGIES

• Absent: John Vorstermans, Bruce Sim, Jim Shaw, Brenda Leeuwenberg. Lateness: Prashanta Mukherjee and Roger de Salis,

CARRIED

MINUTES OF THE PREVIOUS MEETING

MOVED (Chair): That the minutes of the Council Meeting held 20 August 1998 be accepted as a true and correct record.

CARRIED

MATTERS ARISING FROM THE MINUTES

No matters were arising

ELECTION OF OFFICERS

Jim Higgins handed over the chair to the Executive Director for the duration of the election of Officers.

Nominations were called for:

• The Chair – Jim Higgins – nominated by Liz Dengate Thrush. No further nominations.

CARRIED
by acclamation

• The Secretary – Frank March - nominated by David Farrar. No further nominations.

CARRIED
by acclamation

• The Treasurer – Keith Davidson nominated by Don Hollander. No further nominations.

CARRIED
by acclamation

Jim Higgins resumed the chair.

INDUCTION

An induction session was presented to familiarise new Councillors with the workings of the Council.

1. COUNCIL MEETING PROCEDURE - Jim Higgins.

Summary:

• To time
• Speakers must indicate wish to speak, Chair notes names who are called in sequence.
• No domination by one speaker
• When old ground is being covered Chair will summarise and call for a vote
• Otherwise meetings run to standard rules

2. WHY ISOCNZ WAS CREATED - Frank March and Jim Higgins

TUIA was formed originally in 1989 as an informal group consisting of the seven universities, DSIR and MAF Tech to run an Internet backbone in New Zealand and the international gateway based at Waikato University. In 1992 it was formally constituted with 18 organisations (7 universities, 9 CRIs, National Library and MoRST) as members after DSIR and MAF Tech were reformed. In 1994 Tuia sponsored the formation of ISOCNZ as an organisation representative of the growing numbers of non-research and academic users of the Internet as the increasingly critical commercial use became apparent. A nationally advertised Public Meeting was held in November 1994 with 150-200 people attending who elected an interim Council. The Interim Council was directed to formally incorporate ISOCNZ and its first AGM was held in November 1995.

From the beginning there was debate as to whether ISOCNZ should be a chapter of ISOC however it was decided to focus on NZ issues. The question of ISOC chapter status is still open. However, ISOCNZ was formed to deal with broader issues than simply being a organisation of Internet users; it has always been concerned with the fabric and governance of the Internet, including the DNS.

ISOCNZ was incorporated in 1995 and the first serious review of the Articles of Association (our Constitution) took place this year. A general review of the Bylaws is certainly now due.

Waikato University passed responsibility for the DNS to ISOCNZ in 1996. The process of establishing a commercial quality service for the DNS absorbed the attention of ISOCNZ for over 12 months and was not properly resolved until Patrick O’Brien was hired to establish and manage NZIRL.

3. COUNCIL STRUCTURE – Jim Higgins

In early 1998 the Council was restructured from a "committee of the whole" into working committees which then feedback into the whole Council. The Committees meet during the Council session and then report back with recommendations for Council to decide.

• Administration Committee – deals with the operational part of Council, e.g., finance, organising meetings, support group for the Executive Director, liaison with other organisations
• Technical Committee – deals with the technical problems of the fabric of the Internet, e.g., addressing structures
• Research and Education – deals with Seminars (this year), anything which falls into the general research and education area, allocates jobs (which may be external), e.g., NZ Internet Institute, ThinkQuest etc
• Policy Committee – deals with the final layout of policies – may come from other committees. Also has lobbying type functions.

The Committees work is allocated according to where issues fall. There may be cross-links, but one group has to take the lead on an issue.

Committees do not decide particular issues on behalf of Council but bring back recommendations. If a committee has a problem within itself which it cannot resolve then it must bring it back to Council.

Discussion:

• Concern expressed that danger of separation with small groups and people only going where comfortable – what about allocating individual Portfolios
• In the past Portfolios were allocated to individual Councillors but frequently a change in personal workloads meant work didn’t get done
• Each committee is provided with an initial task list – it is up to them to prioritise and progress
• Each committee should set up own terms of reference and formal delegations of authority with terms of reference to go on website
• At present the only formal delegations are to Admin Committee:
• Cheque signing
• Recruit Executive Director
• Management of Executive Director on day-to-day basis
• Expenditure on anything other than "trivial" amounts outside of Budget approved by AGM is referred to Council for approval
• The Admin Committee must be able to meet regularly with Executive Director.The Chair, Secretary, and Treasurer are the core of the committee.
• ISOCNZ is a representative not a participative democracy – elected Councillors have clearly delegated responsibilities.
• ISOCNZ will utilize the net for as much consultation with membership as possible when relevant.
• Particularly can use to get contribution of specific ideas/skills on particular projects – both from membership and wider. Members can be part of working groups in relevant cases.
• Need mechanism for formal submissions process
• Breadth Consultation can be decided upon by assessing width of impact – smaller group can make a decision on smaller impact areas, e.g., different impacts of DNS/Executive Director appointment/Sponsorship/Administration
• Need to understand what members value.

4. ELECTRONIC MEETINGS – Frank March

The Guidelines for Electronic Meetings were circulated with the Induction Pack. They work well but tend to be a little ‘long winded’. In practice a "short hand" version tends to be practiced which has the effect of the Council being continuously in session via the Council List. This has proven effective and seems to be preferred by Council members.

ACTION: Admin Committee to formalise "short hand" version of Electronic Meetings.

5. ACCEPTABLE USE POLICIES (AUP) – Sue Leader/Jim Higgins

The proposed AUP was circulated on the Council list as follows:

Welcome to the ISOCNZ Council Mailing List. The Council Mailing List is a closed mailing list created for the sole use of transacting Council business.

• List members are reminded that everyone is busy in their own [paid] occupations and therefore appreciates brevity in postings. Please delete any unnecessary parts of previous emails which you are responding to.
• Any material relevant to the operation of Domainz is confidential and remains so unless a duly convened meeting of the Council decides otherwise through formal motion.
• In order for all list members to feel able to fully participate in discussions, contents of Council list postings may not be posted to public lists or outside persons/bodies without the permission of the author/s
• No personal attacks are acceptable and issues will be addressed purely on their merits.
• Any list member who has a personal issue with another list member may ask the Chair to mediate; failing that they will conduct relevant correspondence privately off list.
• The procedure for electronic meetings, including voting, is detailed in the By-Laws."
  • Councillors were reminded that normal courtesy was expected even when the debate was robust.
  • The Council list is for Council business only – the need for informative subject lines was stressed
  • The Secretary and Executive Director will be working through the Admin Committee to extend the AUP as the Web-based pages come on line.

ACTION: Secretary and Executive Director – extend AUP and report back to Admin Committee. Peter Mott has offered assistance.

• Council Meetings are confidential until and unless released in Minutes
• Council list is a meeting – therefore it is confidential
• Committee lists are meetings - therefore they are confidential

ACTION: Chair – consider making a formal summary at end of a resolution being reached so all are clear on what is confidential and when the agreed position has been established.

• All public statements, e.g., media and public mailing lists, are restricted to the Chair of ISOCNZ, the Executive Director as directed, and the Committee Chairs (after consultation with ISOCNZ Chair). If approached by the media Councillors are to redirect then to the Executive Director in the first instance who will pass on to appropriate person. Councillors are reminded to exercise caution when speaking "off the record" or in other capacities as they may still be quoted as an ISOCNZ Councillor.

6. ROLES AND RESPONSIBILITIES OF COUNCILLORS – Gavin Adlam, ISOCNZ Solicitor

a) ISOCNZ:

• ISOCNZ is a legal entity (Incorporated Society)
• is made up of, and distinct from, its members
• it has assets and liabilities, rights and obligations
• based on perpetual succession –ISOCNZ has a "life" of its own
• it has rules – the Articles of Association

b) MEMBERS:

• membership rights and obligation
• entitled to formal reports
• voting and formal decisions
• election of Council
• no rights or responsibilities of management

c) COUNCIL (the driving force – mind and will of the enterprise):

• directing/management responsibilities
• links membership with ‘management’
• responsible to the Society (decisions must be in the best interests of the Society)
• must practice ‘due diligence’/’due enquiry’
• access to confidential and sensitive information
• declare other relevant interests
• avoid conflicts of interest
• has fiduciary obligations (for definition of fiduciary see under "Councillors")
• must report to the members
• responsible for Society’s compliance with general law and legal obligations
• may delegate functions to committees or officers or management – but Council as a whole remains responsible
• discretion in management matters, reporting, disclosure

d) COUNCILLORS:

• Personal fiduciary obligations: [Fiduciary: "obligations towards someone else in which the fiduciary is bound to act in all respects for the advantage of the beneficiary and may not take a personal advantage even if that is not detrimental to the beneficiary", (for example the obligation of a Trustee towards a Beneficiary, a Solicitor to a Client, or an Agent to a Principal) In this case the beneficiary is the Society.]
• Confidentiality: the issue is broader than that of the "inner workings of Council" and the relationship between Council and the Membership, i.e., "democracy" issues. Much of the information received by Council is given by contracting parties, e.g., Domainz, or employees’ personal information and is therefore confidential as regards contractual relationships. Therefore, informationwhich comes from other parties is confidential unless those other parties consent to it being disclosed. ISOCNZ internal information may be confidential unless Council formally declares otherwise. The ramification of this is that, if Council chooses to make public confidential information which comes from other parties, contracting parties may choose to provide less information. For example, Domainz provides confidential and sensitive information by Contract, so making such material public is not at the discretion of Council.
• Actions and decisions should be for the Society’s benefit
• Conflicts of Interest (may be personal advantage or conflict of obligations): Councillors should avoid compromising themselves when information is to be provided which could lead to a conflict of interest.A conflict may arise where councillors could use the information for personal advantage, or would be bound by conflicting duties, e.g., to use or disclose the information for the benefit of some other person or organisation (if they are a director of a company or member of a partnership). Councillors may avoid such conflict by declaring a "Conflict of Interest" but in some cases they will need to avoid receiving the information in the first place.
• Limits to personal agendas
• collective responsibilities
• bound by collective decisions – it is inappropriate to go outside Council if a member disagrees with a Council ruling. The appropriate action is to support, or resign from Council.

e) RELATIONSHIP WITH OTHER PEOPLE AND ENTITIES

NZIRL (Domainz) – ISOCNZ is:

1. sole shareholder of the company
2. party to the relationship contract

ISOCNZ as Shareholder:

• rights of shareholder
  • major decisions/directions
  • appoint directors
  • receive reports
• NOT directors/managers
• nominate shareholder’s representative for SGM’s/AGM’s
• role of ISOCNZ Council/Executive Director to exercise shareholder functions
• holds NZIRL Board accountable – no closer involvement

ISOCNZ’s Contractual Relationship with NZIRL

• roles agreed
• performance, monitoring, reports
• role of ISOCNZ Council or its delegate (a Councillor, the Chair, or the Executive Director) in contract management
• point of contact with NZIRL: the Board or its delegate (Chair, member, Executive Director)
• Confidential and sensitive information – by Contract – not at the discretion of Council.

Responsibilities of the Board of NZIRL:

• Direction and management of NZIRL subject to:
• shareholder direction
• legal obligations (including Contract)
• Obligations to the Company
• Act in good faith and the best interests of the Company
• Exercise powers for a proper purpose
• Act in accordance with the law and Constitution
• Ensure that Company doesn’t trade recklessly (that is, in a manner likely to create a substantial risk of serious loss to creditors)
• No distribution of profits if not solvent
• Ensure that Company does not incur an obligation unless Directors believe on reasonable grounds that the Company will be able to perform
• Exercise care, diligence, and skill that a reasonable Director would exercise in the circumstances, taking into account the nature of the company, the decision, the position of the Director, and the nature of the responsibilities.

  Similar considerations apply to Councillors of Incorporated Societies.

7. DOMAINZ REPORT - Patrick O’Brien

Achievements

• Oggi result
• Domainz policies, done
• Collections, 11 weeks to 6
• Renewal notifications introduced
• Marketing push, brochure prepared
• Accounting systems, search begun
• Registrar agreements, made start
• Resourcing, Julie Casey begins
• Lower fees, now introduced
• ISOCNZ Face-2-Face
• Travel, stopped

Key Issues

• ISOCNZ policy revisions, on their site, Terms & Conditionss
• New Council relationships
• Conflict, confidentiality & confusion...
• ISOCNZ <==> Domainz <==> 2Day
• Registrar/Name Holder Agents
• Agreements
• Communications channel "roadshow"
• Improved functionality, systems development
• Collections, web credit card payments
• Make or buy? -- future systems
• Planning & Resourcing

ACTION: Admin Committee: arrange single contact point for Domainz

ACTION: Council – consider whether any changes to contractual arrangements required when renewal process is undertaken

Questions were taken from the floor

Prashanta Mukherjee arrived; Observer Don Corban arrived

8. BREAK OUT INTO COMMITTEES

The Secretary noted that there are two "Directions" papers out – the Executive Director’s report and David Farrar’s vision paper. Committees were requested to consider how these fit as well as look through their Task Lists provided by the Chair. Committee memberships were confirmed.

EDUCATION ADMINISTRATION

Don Hollander Chair, Frank March Chair

Brenda Leeuwenberg, Keith Davidson

Peter Mott, David Farrar

Prashanta Mukherjee, Mark Harris

Bruce Sim, [Executive Director]

POLICY, TECHNICAL

Jennifer Northover Chair, John Vorstermans Chair

Colin Jackson , Don Stokes

Richard Bourne, Jim Shaw

Liz Dengate Thrush, Mark Davies

IAG Representative, Roger De Salis

The Council broke into committees at 1:00pm and returned to full Council at 2:15pm.

9. MARKETING AND MEMBERSHIP – INTRODUCTION OF DON CORBAN

The Executive Director introduced Don Corban, an independent PR consultant with whom the Executive Director has been in negotiation over some specific PR related activities. Don outlines as issues for Council consideration:

• Who is the target market? Is it time to reposition?
• Repositioning or Recruitment?

The Executive Director gave her analysis of where ISOCNZ stands at the moment and likely outcomes of each choice. She stressed that all were valid choices but had quite different outcomes:

ISOCNZ REPRESENTS: ACTIONS & IMPLICATIONS

The Executive Director’s report presumes adoption of the last option.

ISOC Situation

Clarification was sought of the current situation with ISOC membership. The Chair outlined the history and noted that the reason for slow progress is that the ISOC structure is too limiting for the functions of ISOCNZ. Former Councillor Jenny Shearer had been working on this. Currently there is a hiatus while ISOC looks to its own structure for Chapters. The Issue has been returned to the Policy Committee.

MOVED (Jennifer Northover): That the contracting in of PR go to the Admin Committee for final decision up to the level of the budgeted expenditure

CARRIED
[Opposed: P Mott]

10. COMMITTEE REPORTS

Administration Committee

Frank March (Chair), Keith Davidson, Mark Harris, David Farrar, Sue Leader, Jim Higgins (briefly). The Admin Committee will meet monthly between Council meetings. As Keith has to travel from Wairarapa, use will be made of teleconferencing when suitable.

Roger De Salis arrived 3:10pm

MOVED (Don Stokes): That David Farrar be appointed Editor of e-zine and asked to develop editorial polices.

CARRIED

• Plans to put e-zine on the web-site
• Mailing list administration, to be introduced as soon as practicable:
• isocnz-announce – closed, postings restricted to the Executive Director and Officers
• isocnz-list – open; one-way gating to newsgroup; mirrored to web-site and threaded (allowing subscribers to choose a preferred format)
• isocnz-members – replaced by "bulletin board" on members-only area of website
• council and committee lists – monitored by Executive Director who will add serial number and title once proposal noted. Posting of these only to threaded discussion area on Council-only part of web-site

extensive discussion by Councillors took place.

MOVED (Frank March): The Executive Director is to administer Council list and is to add coded headings to formalise topics once a proposal is judged to be underway.

CARRIED

ACTION: Peter Mott to send copy of his on-line meeting guidelines to Mark Harris

MOVED (Frank March): [Foreshadowed for next meeting] That the Bylaws be amended to recognise that the financial year is October 1 to September 30."

MOVED (Frank March): That the ISOCNZ shareholders’ representative on the Domainz Board ask the Board for an SGM so that he can put the request for members to have access to the financial statements of Domainz.

CARRIED U

ACTION: ISOCNZ shareholders’ representative ask the Board for an SGM so that he can put the request for members to have access to the financial statements of Domainz

Amalgamated NZIRL/ISOCNZ accounts will not be provided. This could lead to liability questions by crossing the "arms length" barrier. The Policy Committee and other councillors are welcome to take the two sets of accounts and "amalgamate" them themselves.

MOVED (Peter Mott): [Foreshadowed for next meeting] That the Bylaws be amended as set out in the proposed DNS bylaw circulated by Peter Mott.

A straw poll indicated that there was a preference for formalising the consultative and communication procedures in the Bylaws.

MOVED (Chair): That Frank March undertake a review of Bylaws with view to their revision.

CARRIED

ACTION: Peter Mott to work with Frank March on the consultation process in By-Laws.

Technical Committee

• continue facilitation of NZNOG – anything else raises credibility issues
• getting NOG people into a room with some ISOCNZ Councillors based around a topic is a possibility – any wider issues can come back to ISOCNZ
• Endorse to work of NZNOG

MOVED (Frank March): That Roger De Salis be thanked for all his work to progress NZNOG issues.

CARRIED

Education & Research Committee

• Will run four Seminars with a business focus
  • will find low cost sponsors
  • plan for surplus of $2500 per seminar
  • plan for 3 sponsors
  • plan for total of 200 people to attend
• ThinkQuest – as previously decided by Council
• Develop four "canned Presentations"
• anyone can deliver
• target community/professional association/education sectors
• target 2000 people to see and 20 people (Councillors) to deliver
• are quality control issues – Frank March, Jim Higgins, Executive Director to help

Research:

• The $10,000 surplus from above will fund
• Measures – low cost, own skills from Councillors
  • Domain names
  • GB traffic etc
• Contract out, e.g., NZII
  • Impact of Internet on Maori Culture – here and overseas
• Develop "Blueprint for the Information Society"

Liz Dengate-Thrush departed 4:10pm and gave proxy to Jim Higgins

Policy Committee

J. Northover, L. Dengate-Thrush, R. Bourne, C. Jackson; joined later by J. Higgins, M. Davies, D. Stokes.

• Communication strategies have been sorted out and propose to co-opt as needed by task. Possibility of teleconferencing as so much to do. This could be a sponsorship opportunity
• Looking at a much broader definition of "fabric" of the Internet as stated in Articles of Association
• Will look at how ISOCNZ can work with APIA (Asia Pacific Internet Association) and also with TUANZ, NZCS, etc
• ISOC Chaptership – will look at different options
• Moderation policies are needed

ACTION: Executive Director to forward existing moderation policies to Policy Committee

• .iwi – difficult one – agreed to depart mildly from current policy as an "overgroup" name had been applied for
• reject differential pricing model for .iwi
• COP – Executive Director to give current COP to Policy Committee

ACTION: Executive Director – send URL of COP to Policy Committee

ACTION: amendment required to COP to clarify that the Act referred to is an Act of Parliament

ACTION: Peter Mott to write his comments on COP to Policy Committee

Executive Director suggested working in with Consumers Institute on promoting COP.Another suggestion that Consumers could ‘appoint’ ISOCNZ to audit signatories.

ACTION: Chair to write to Maurice Williamson to tell him what stage we’re up to with COP

Council needs a review of the policy processes.

ACTION: Colin Jackson to create a "meta-policy" for the creation of policy by Council.

11. GENERAL BUSINESS

Executive Director’s report

MOVED (Frank March): That the Executive Director’s report as circulated be endorsed.

CARRIED

Domainz Contact with Council

MOVED (David Farrar): That the formal contact for Domainz be the Executive Director

CARRIED

ACTION: Executive Director notify Domainz that she is the formal contact point

Membership of Uniforum

MOVED (Mark Harris): That ISOCNZ take Corporate Membership of UNIFORUM.

CARRIED
(Opposed: Don Hollander]

ACTION: Executive Director pay UNIFORUM Corporate subscription

NetDay 99 Sponsorship

A request has been received for $5000. It was noted that last year's sponsorship did not give a profile as expected and that the $5000 is the entire sponsorship budget.

MOVED (David Farrar): That the Executive Director be authorised to negotiate sponsorship deal with NetDay 99 up to a value of $5000 and present to Council"

CARRIED U

ACTION: Executive Director to negotiate sponsorship contract with NetDay 99 organisers.

Administrivia

MOVED (Chair): That the Executive Director and the new Treasurer, Keith Davidson, be added as cheque signatories.

CARRIED U

ACTION: Discussion for the mailing list – value of an Auckland meeting

Reform of the Crime Laws

ACTION: Working group of Mark Harris, Don Stokes, Peter Mott to contact ISP’s

Next Meeting

Tentatively set for February 19 1999 – TBC

Meeting closed at 5:10pm

Addenda:

Not recorded elsewhere: Fellowships

Three Inaugural Fellowships were awarded by The Internet Society of NZ Inc for 1998. Fellowships were presented to John Houlker and Richard Naylor at the 1998 Face to Face Conference on November 20. The third Fellowship was presented to John Hine at the Christmas gathering of ISOCNZ on December 22 1998. All Fellowships were for Services to the Internet community in New Zealand.

©1998 The Internet Society of New Zealand