Council Minutes 21/05/99

MINUTES OF MEETING OF THE COUNCIL OF THE INTERNET SOCIETY OF NEW ZEALAND INC HELD AT INNOVUS BOARD ROOM, PLIMMER TOWERS MAY 21 1999

Status: Minutes adopted at Council Meeting 20 August 1999

1. WELCOME

Jim Higgins opened the meeting at 9:10am and welcomed those present and thanked Innovus for the facility.

2. PRESENT

• Jim Higgins (Chair), Frank March (Secretary), Keith Davidson (Treasurer), Colin Jackson, David Farrar, Don Stokes, Mark Davies, Richard Bourne, John Vorstermans, Bruce Sim, Brenda Leeuwenberg, Prashanta Mukherjee, Roger De Salis, Sue Leader (Executive Director).

3. APOLOGIES

• Absent: , Don Hollander, Liz Dengate Thrush, Jim Shaw, Mark Harris, Jennifer Northover.
• Lateness: Prashanta Mukherjee, Keith Davidson, Don Stokes, Andy Linton

MOVED: That the apologies be accepted. Moved Chair –

CARRIED

4. IN ATTENDANCE:

• Patrick O'Brien, CEO Domainz (for the duration of his report)

5. MINUTES OF THE PREVIOUS MEETING

MOVED: That the minutes of the Council Meeting held February 26 1999 be signed as a true and correct record. Moved Chair -

CARRIED

6. MATTERS ARISING FROM THE MINUTES

Organisational membership: Fees can only be set pro tem by Council as the Articles of Association require membership fees to be established by the AGM. .

7. CHAIR'S REPORT:

The last 2 1/2 months have been taken up with Summit and ICANN work. There have been attempts to organise a world-wide ccTLD meeting but this has been opposed by the Europeans. There are concerns about the way the Government Advisory Committee (GAC) meeting has been organised. A member of Ministry of Commerce will attend GAC meeting and Peter Dengate Thrush will be present as an advisor. All the New Zealanders in Berlin will be able to meet and compare notes before and during the various meetings.

Other activities: There has been a lot of list activity requiring attention. Have dealt with inquiries about the hacking/cracking legislation and the Melissa virus.

(Keith Davidson and Don Stokes arrived).

Frank March reported on preparations for the GAC meeting. Invitations were extended in a very informal manner. There has been some concern about the way invitations have been handled in other cases and the exclusion of some countries. For example, Nauru, Yugoslavia and Albania had not been invited to attend.

(Prashanta Mukherjee arrived).

In the absence of a WW ccTLD organisation, there will be regional groups meeting, including Europeans, the African group, South American group, Asia/Pacific group (the only Pacific Islands are Niue and New Zealand). The real value would be in getting everybody together. There doesn't appear to be a North American group - US has very few registrations.

8. EXECUTIVE DIRECTOR’S REPORT

(Report circulated)

NetDay 99: A poster and "Hot Wires" brochure for Telecom NetDay showing the use of the ISOCNZ logo were tabled. It was noted that this exposure was obtained in return for a $2000 sponsorship but the same exposure next year would require $5000. There was some discussion about the value of the logo in terms of ‘brand’ recognition (see later discussion). UniForum Conference: The plenary session went very well and the ThinkQuest video was very impressive. Part of the plenary session was used to promote the Summit. The NZNOG group meeting was poorly attended. Roger commented that this was partly due to miscommunication on his part. The idea of running back to back ISOCNZ/Uniform conferences is considered a non-starter. Having an ISOCNZ plenary day and providing sponsorship ($2000) worked well and this is recommended for the future.

Jim noted that he found considerable support for the activities of ISOCNZ and Domainz and had been asked to go onto the UniForum Board. There would be benefit in getting the two organisations closer together. Roger noted that UniForum has a track record of attracting very high profile people to New Zealand.

There was a request for acronym demystification in future reports.

ACTION: Executive Director - define acronyms in reports.

(Andy Linton arrived).

PACFIS: Pacific Federation of Internet Societies. This has resulted form the work by Jim to get UNESCO backing for the Pacific Islands ISP training project. As part of this there was a workshop on ISOCNZ and a second workshop on setting up an Internet society. The trainee group developed the idea of forming a Federation. It is recommended that ISOCNZ act as a facilitator to get the group working, but not to actually run it. A mailing list has been set up and sponsored by Actrix. ISOCNZ should be represented and they will need help with establishing a constitution, using the ISOCNZ one as a starting point.

ACTION: Executive Director add Policy Committee, Keith to PACFIS mailing list.

ACTION: All interested Councilors to email Executive Director if wish to go on mailing- list.

ACTION: Executive Director check with Don Neal, Neil James, Roger Hicks re drafting constitution.

THE ELECTION QUESTIONNAIRE - There was very little feedback on the draft from members. The response date has been moved to 21 May.

CODE OF PRACTICE:

There was considerable discussion about the best way of moving the ISPCOP forward. It was noted that there had been progress with some ISPs including Xtra, but that others were proving very difficult. There is some urgency if the possibility of legislation as happened in Australia is to be avoided. But it is essential that we get the Code and the adoption process right.

MOVED: "That we set up a dedicated mailing-list to get consensus on the Code of Practice by 30 June, that we write to all the ISP's, and a Councilor or staff member chair or facilitate it. David Farrar/Frank March

CARRIED

ACTION: Roger De Salis - set up mailing list for Code for ISP's/content providers and chair it

ACTION: David Farrar - write to ISP's re Code

In further discussion it was noted that:

• It is necessary to demonstrate that there is a responsible Internet industry
• There are political realities to be managed (self defense)
• There is a shared code of ethics shared generally by Internet users and service providers
• The present Code is a ‘Best Current Practice’ document in general terms which draws the line in a voluntary fashion
• It is an effective marketing tool for signatories
• Denise Ritchie, chair of ECPAT (the international anti child pornography group) will provide external support and advice on the need for a Code
• It applies to 'content providers' not 'access providers' so to target ISP's is missing the point
• The IT Minister has made a clear statement - "do it yourself or we will". Other politicians are prepared to attempt to regulate.

MOVED: THAT we thank Roger for his ongoing work on this issue"

David Farrar/Frank March

CARRIED

Public Key Infrastructure As reported.

Membership - as reported

Summit - as reported

• The Executive Director commented about the list discussions of expenditure at $500 per member and suggested that the Treasurer reply and point out that the final cost of $10,930 would be better divided by all the domain name holders (34,000) for an average cost of approximately 30 cents each, or even of all NZ at a cost of 0.003 cents! [Chair: or 600,000 internet users!]
• It was noted that the figure of $10,930 is under budget approval by $9,500
• Treasurer (Keith) we have the cash reserves, so can afford to pay for.

ACTION: Treasurer to write to isocnz-l and isocnz-members with Summit expenditure outcomes noting, that the final cost of $10,930 is under budget and would be better divided by all the domain name holders (34,000) for an average cost of approximately 30 cents each, or even of all NZ at a cost of 0.003 cents! or 600,000 internet users!

MOVED: (As per the recommendation from the Executive Director) That the balance of the costs be sought from Domainz

LOST

MOVED: (Frank March/David Farrar) "THAT Sue Leader, in particular, and others involved in the organising of the Summit be formally congratulated"

CARRIED
with acclamation

• Prashanta noted that the Ernst & Young internal staff responded to the Summit material with "looks good - we should be involved"

Rebranding: moved to General Business.

MOVED "THAT the Executive Director's report and recommendations be adopted"Chair/Keith Davidson

CARRIED

9. DOMAINZ REPORT

Patrick O’Brien

All material presented is Confidential. Slides as presented are available for Council members on application to the Executive Director.

Comment - that the Council consider whether the downloading of full zones files should be closed off and only allow individual downloads by application

10. BREAK OUT INTO COMMITTEES

The Council broke into committees at 12:10 and worked through lunch, returning to full Council at 1:40pm.

11. COMMITTEE REPORTS

ADMINISTRATION COMMITTEE

Frank March (Chair), Keith Davidson, Sue Leader, Jim Higgins (briefly).

Frank March reported:

(i) Change to the Financial Year: Our current financial year end is 30 September. The IRD will not accept that date for the taxation year - we have to present accounts to 31 March. There are two options:

(i) We realign our accounts to 31 March, which under the present Articles would require us to hold the AGM in April/May; or

(ii) We keep our current financial year/AGM time which requires us to incur additional expenditure of about $2000 pa to have two close off dates - one 31 March and one for our Society purposes in September.

RECOMMENDED that we change financial year to 31 March for tax purposes and change the date of our AGM.

Further: we have still to make our tax returns for 31 March 1998 and 99 - we may already be in penalty. The Treasurer recommends that we spend $2000 to put in two annual returns for those two financial years. The cost arises from having to unbundle audited accounts - 60 hours of an accountant's time.

MOVED: "That we sort out retrospective issues and that we pay a capped fee of $2000 for 60 hours work to Keith Davidson to make those two tax returns."

Frank March/David Farrar

Note: Keith Davidson declared an interest. The Chair asked that it be recorded that nobody felt it inappropriate to accept Keith's offer.

CARRIED
Abstention - Keith Davidson

ACTION: Keith Davidson to rework the 1998 and 1999 accounts for to meet March 31 tax years.

MOVED (Frank March/Keith Davidson): "That the Bylaws be amended so as to realign our financial year with the tax year to avoid similar expenditure in future."

The motion is to lie on the table until the next meeting.

In discussion it was noted that:

• The current date of the AGM in November/December AGM would then have to change to April/May
• The requirement for change is so that ISOCNZ and Domainz tax years are the same. It would be possible for Domainz to move to a September tax year but this may be undesirable for commercial reasons..
• A change to the balance date will necessitate a 6 or 18 month financial year. The best option would be a short year.

MOVED: "THAT Domainz be invited to assist the Society in any expenses involved in aligning the financial year". Colin Jackson/??

CARRIED
WITH ABSTENTIONS from Frank March, Keith Davidson, and Jim Higgins.

(ii) Expenses not under control of Executive Director: The issue has arisen because of the need for legal advice on the part of the Chairperson, which is not a budgeted item. This has placed the Executive Director in a difficult position because, while she is responsible for the budget, she is unable to control such expenditure.

RECOMMENDED that the following policy be circulated to Council for electronic vote:

First principle: any commitment of expenditure by Councilors is not the responsibility of Executive Director.

Second principle: officers only may expend within budget authority. This is to be listed as a council expense and may not exceed $1000 per item. The Executive Director is only accountable for within budget operating expenditure.

Third principle: that all commitments entered into by officers be notified to Executive Director.

• A motion foreshadowed by David Farrar:

Circulated to the Council list prior to the meeting:

1. The bank account signatories (any two of Chair, Secretary, Treasurer, Executive Director, other Admin Ctte member) have authority to pay routine budgeted expenditure of up to $500
2. That budgeted expenditure of between $500 and $5,000 may be authorised by Admin Committee
3. That any budgeted item of over $5,000 must be specifically approved or delegated by Council.
4. That any item which is unbudgeted or would exceed a budgeted expenditure by more than 20% must also be notified to members for their feedback prior to approval of Council

RECOMMENDATION: That the proposal not proceed.

Points noted in discussion:

• The budget has been approved by the AGM which means that Council is entitled to proceed accordingly.
• The Executive Director would find any restriction which inhibits day-to-day operational work impossible to live with
• We have to regard this year as being first year where we attempt to budget properly and learn lessons from that for the future, accepting that there will need to be departures from the original budget. This was noted by the AGM in fact. The intent of imposing restrictions is to protect rather than to limit. We need written policies to achieve this.
• The Administration Committee has full authorisation to oversee expenditure (see Council Minutes: August 98, and Dec 98).

ACTION: Admin Committee - make a written recommendation on Expense controls and forward to Council for email discussion and vote

POLICY COMMITTEE:

Richard, Colin

• RECOMMENDATION: ".iwi" that The Chair write to Minister of Maori Affairs, asking to arrange a suitable moderator indicating that after July 30 the Society will not accept future applications without a moderator. AGREED
• RECOMMENDATION: Code of Practice: that as well as the actions agreed this morning, there is an attempt by Roger to get three specific players, Xtra Ihug and Clear to meet together and agree on a starting-point to go forward with. AGREED
• Status of working group on cracking/hacking legislation. When legislation is introduced in June ISOCNZ will make a submission. Jennifer Northover to write to the group of volunteers to advise them of this.

ACTION: Chair to write to Minister of Maori Affairs in terms of Policy Committee recommendation re .iwi

ACTION: Roger De Salis to lock three ISP's up and get agreement on COP!

ACTION: Jennifer Northover to write to cracking/hacking working group volunteers and explain current situation, and state that we will be asking them to comment when legislation comes out.

ACTION: Executive Director to contact Law Commission about need for Report on Web Site.

EDUCATION AND RESEARCH COMMITTEE:

• Five critical issues for the future: "Canned Presentations", Face-to-Face, Seminars, ThinkQuest, and a paper on measurement of Internet particularly focused on NZ. Also ISP benchmarking. Face-to-Face critical one, seminars tie in with that.
• Theme for Face-to-Face: 1-day session, to raise awareness of Internet Society and bring more people into internet arena. RECOMMEND: Theme of Face-to-Face be "The Internet and You", with a focus on new people and what they can do with it. Morning sessions targeted at new users, afternoon sessions aimed at people already online who want to see more technical and detailed presentation. Cover two audiences. AGREED
• RECOMMEND: Before Face-to-Face, the Seminars have the "new" theme - target low-tech professional people. Seminars to be run a month or so before conference - Christchurch, Auckland and Wellington. AGREED
• "Canned Presentations" - E & R Committee will prepare a series of presentation to have when people contact us for guest speakers.
• Measurement of Internet - focus on the Internet in NZ today for the user, e.g., internet's applicability to the wider community. There's a gap we can fill, e.g. minority groups, ordinary people. May need to pay somebody to do because of time and also to get quality product
• Creating the ISP benchmark - introduces another measurement programme. RECOMMEND: seeking agreement from all the ISPs to having a usage and connection monitor on their web-site - involve Consumers Institute. Would not give ISP commercial secrets away.
• E & R will meet within fortnight to refine this if we have general acceptance. AGREED

ACTION: E & R Committee to meet with Executive Director within fortnight to move plans forward.

DISCUSSION: There was considerable discussion on how e-commerce can be measured and the gaps between traditional areas compared with the real needs now. There is perceived to be a problem for Government and for industry of not measuring right statistics in the right way. Government has a responsibility for public policy measurements. Possible opportunity to research an area the government will not and which is useful to us. Executive Director gets about two calls a week about how many people are on the internet.

ACTION: Technical Committee to discuss such an ISP Benchmarking project.

TECHNICAL COMMITTEE:

• Code of practice - Discussed earlier in meeting. The Code needs to be flexible not rigid and should allow people to subscribe to different levels of it.
• Zone file transfers issue - allowing anyone to download the information. Two weeks Roger ago posted a message to Council mailing list re: possible change to restrict download of a zone file without special permission. Committee thought that Roger's email was common sense. Now got to go to NZNOG for feedback. RECOMMEND: The Technical Committee to bring back a recommendation on need for a policy change AGREED

DISCUSSION: Extensive discussion took place on the process of Zone file transfers and whether closing them off would actually stop those most dedicated from finding another avenue. The DNS list has been investigated by the Privacy Commissioner and found not to breach the Act. The issue of the download of Zone Files by spammers remains. The consensus was that it was important to make the process as hard as possible for un-authorised access. A linked issue is whether the pages run by Mark Davies (http://www.netlink.co.nz/~mark/netsites.html ) should be there at all in the form they are in. In their current format the whole list can be retrieved as series of downloads. It was generally agreed that the pages have been a good resource in the past, but that this may now be outweighed by other considerations. The technology is now there shut down the zone transfers. There is also a need to look at providing a repository for IP and PKI - moving the focus from now, to what will happen in 10 years.

RECOMMEND Policy committee create some discussion papers on future of DNS repository as some starting points. AGREED

RECOMMEND: Leave discussion about DNS listing services until later. AGREED

ACTION: Technical Committee to create proposal regarding Zone File downloads and look at way Mark's pages can exist without contravening new policy.

ACTION: Technical Committee - create discussion papers to start discussion on future of DNS, e.g., PKI and IP

12. GENERAL BUSINESS

Motion on the table from February Meeting:

[former Councilor] Peter Mott's motion to create Bylaw 17 on DNS Policy Consultation. Background: Peter gave notice of motion in December. Frank agreed to rewrite it without prejudice to capture essence at the same time as fitting tone of rest of By-laws. Peter did not attend the February meeting and also objected to the rewrite. The Council chose not to vote on it but to wait until he was in attendance. Since then he has resigned.

The motion (as tabled at the December and February meetings) was taken off the table. The motion was put and LOST.

The motion as re-written by Frank was taken off the table and put up for discussion.

DISCUSSION:

• The consensus was that Frank's version captures the essence of the original motion. However, we already have some of this covered - there are existing mechanisms. People can propose changes to second-level Domains.
• Equally the DNS bylaw motion is special as what we decide re DNS is non-contestable and binding.

MOVED: "That Frank's rewrite of Peter's motion be passed to Policy Committee to produce a recommendation for next Council meeting.

Colin Jackson/Keith Davidson

CARRIED

Notified motion on Office holding

MOVED: "THAT ISOCNZ's policy be that no individual should simultaneously hold office (Chair, Treasurer or Secretary) in ISOCNZ and office (Board Chair, Company Secretary or Treasurer) in NZIRL.

Colin Jackson/Don Stokes

COMMENT FROM THE CHAIR

The Domainz Board was asked to look at the situation previously and the Chair offered to resign. The Board reported back to Council that it considered the situation was not a problem, and where it saw there was some conflict of interest it was prepared to act.

Jim Higgins relinquished the Chair and Frank March acted as Chair for the discussion.

Background to the motion

• The movers stated that there are continuous accusations against ISOCNZ that ISOCNZ is a tool of Domainz with its commercial objectives. It is felt that we are compounding that confusion by failing to separate the officers of the two organisations.
• Domainz was set up as a separate company to provide a legal fire wall - separating Council and members from legal liability associated with actions of Domainz. The movers feel we are risking that by permitting cross holding of office between the two organisations.

DISCUSSION - the discussion split along two lines which divided by whether this perception is held by a significant number of people or not. It was noted that the legal aspect was checked with our Solicitor originally; that while the members of Board are elected/appointed by council, the Board Chair is elected by the Board; and that this motion only stops an office holder of ISOCNZ being an office holder of Domainz.

• Key issue is conflict of roles in public forum. There is a concern that it is not always clear within which context a statement is being made. The Council is about making policy whereas Domainz is implementing it. Is there a conflict in that?
• Some Councillors felt that as the two organisations are currently chaired by the same person that there is a perception that Implementation is influencing Policy Making
• The alternative view was that the issue is that of making sure the best people are in the right roles. It is felt that the process we currently have ensures this

• There are two relationships: the shareholder one and the other a contractual one for Domainz to run the DNS and there are issues that arise from that - e.g. performance agreement. Some felt that if officers are the same, there will be conflicting needs between the two organisations. Others felt that since Policy is a collective decision it was insulting to the Council and the Board to suggest they lack the ability to make good decisions. It was acknowledged that the Chair of an organisation will always be perceived as having more power.
• The Acting Chair summarised: there is a public perception of conflict on one hand, and the second perception there is no conflict and no reason to change.

THE MOTION WAS PUT AND LOST. Abstention Jim Higgins.

(Jim Higgins resumes Chair).

(Brenda Leeuwenberg leaves meeting).

Bylaws Amendments (as discussed at the last meeting)

MOVED: "THAT with the exception of bylaw 17, that the other bylaws be adopted as foreshadowed. Frank March/?

CARRIED.

ACTION: Executive Director - amend Bylaws on Web

Mailing List Gateway

David Farrar: reported that based on his on-line consultation, most people wanted the isocnz-l mailing list gateway to be bi-directional. RECOMMEND: make isocnz-l bi-directional.