Council Minutes 20/08/99

MINUTES OF MEETING OF THE COUNCIL OF THE INTERNET SOCIETY OF NEW ZEALAND INC HELD IN THE EAGLE ROOM, MIRAMAR GOLF-COURSE AUGUST 20 1999

Status: Minutes adopted at Council Meeting 11 September 1999

1. WELCOME

Jim Higgins opened the meeting at 9:00am and welcomed those present. The Chair explained to the Observers that they may be asked to speak and that proceedings are confidential and may not be spoken about or publicised outside the meeting.

2. PRESENT

• Jim Higgins (Chair), Frank March (Secretary), Keith Davidson (Treasurer), Colin Jackson, Don Hollander, Andy Linton, Mark Davies, Brenda Leeuwenberg, John Vorstermans, Don Stokes, Richard Bourne, Mark Harris, Jennifer Northover, Roger de Salis, Jim Shaw, Sue Leader (Executive Director).

3. IN ATTENDANCE

• Patrick O'Brien, CEO Domainz (for the duration of his report); Observers: Chris Streatfield (member), Lyudmyla Arkhypova (Finance Officer)

4. APOLOGIES

• Absent: Bruce Sim, Prashanta Mukherjee, Liz Dengate-Thrush Lateness: Don Stokes, Andy Linton, Mark Davies

MOVED: (Chair) That the apologies be accepted.

CARRIED

5. NOTICE OF FORESHADOWED MOTION

The Secretary notified the meeting that the CEO of Domainz would be moving an urgent motion during his report, and that the CEO was requesting that part of the report be dealt with 'in committee' as it contains sensitive financial information related to a Major Expenditure.

6. MINUTES OF THE PREVIOUS MEETING

MOVED: (John Vorstermans/David Farrar) That the minutes of the Council Meeting held May 21 1999 be signed as a true and correct record.

CARRIED

7. MATTERS ARISING FROM THE MINUTES

No matters were arising

8. CHAIR'S REPORT

The Chair gave a verbal report: Work since the last meeting has mostly revolved around the Telecom announcement of the new 0867 issue/charging for residential calls to the Internet. He has received huge volumes of calls from the media on the issue, running up to 5-6 per day and had done one TV interview as well.

• A meeting took place with Telecom, with Cr Stokes, Farrar, and the Executive Director. Telecom were reasonably frank in regards to the issues we raised. The outcome is 1. the risk to Telecom was the Kiwi Share setup in relation to settlements, and 2. whether or not the Internet is part of Kiwi Share. If Kiwi Share is accepted to include calls to the internet the downstream effect is if/when voice calls move to IP then Kiwi Share is gone.
• A meeting was held with the Kiwi Shareholder, Sir William Birch - again the meeting was much as expected. There is no way the government is doing anything on Kiwi Share in an election year. We signaled that the Kiwi Share issue is not going to go away.
• A meeting was also held with senior officials from the Ministry of Commerce.
• Our role is to keep pushing the government on Kiwi Share with an emphasis on the Knowledge Economy.

9:30am Councillors Don Stokes, Andy Linton, and Mark Davies arrived

9. EXECUTIVE DIRECTOR'S REPORT

The Executive Director spoke to her report (as circulated). The Draft Budget is deferred to Admin Committee meeting.

ACTION: Executive Director to follow-up on the ITAG/Listener web fiction competition.

The Executive Director was thanked for the ongoing excellent work she is doing for the Society.

MOVED (David Farrar/Frank March) "THAT the Executive Director send a copy to isocnz-l mailing list, and place a copy on the web."

CARRIED

ACTION: Cr Farrar to use as relevant for e-zine.

MOVED: (Keith Davidson/David Farrar) "THAT the Executive Director's report including recommendations be adopted."

CARRIED

ACTION Executive Director initiate an exploratory meeting with representatives of: UniForum, NZCS, (e)-Vision, 2020 Trust, NetDay, and EdCom to leverage our access to schools and teachers.

10. DOMAINZ REPORT

In three sections - Director's Report, CEO's Report, Shareholder Representative's report.

MOVED: (Chair/Jennifer Northover) "THAT the Council move into Committee for the one part of the Domainz report which is commercially sensitive"

CARRIED
Against: Andy Linton

All material presented is Confidential.

Report from John Vorstermans - Domainz Board Member

speaking as a Director not a Councillor. When acting as a Director the job is to ensure that the company is running appropriately, when acting as a Councillor the responsibility is to the Society.

Report

Satisfied Customers - comments from the floor:

issue raised as to why only one customer has been targeted as "dissatisfied". Response - the customer has complained in a wide variety of fora but never to the Board itself, despite many invitations to do so.

some kind of Customer Satisfaction Survey should be placed into Schedule A

it was noted that it is almost inevitable that the proposed zone file policy will antagonize further the 'one' customer

Governance - the Board requested that Patrick attend the ICANN meetings so that the Board could be proactive on governance issues which may affect the business of Domainz

Tendering the DNS - the Board discussed the level of delegated authority in the RFI/RFP and there were conflict of interest procedures. The Board has signed off on the process.

Business Planning

Threats

John noted a philosophical problem for the Council with the idea of a "Value Added" approach to the future of the business when there is a perceived monopoly.

In response to a question he said that the Shareholder can replace the Board if a direction is taken by the Board which is not agreed with.

Report from Patrick O'Brien, CEO Domainz

Open session

10:35am - Coffee break

10:50am - Council moved into Committee and the Observers were excluded

Report

12:35am - Council moved out of Committee and the Observers returned to the meeting

MOVED: [Farrar/Linton]: "THAT the Domainz Special Shareholders Resolution as presented to this Council Meeting be placed on the table while the Domainz Board is invited to put in the resolution in writing, with at the minimum a copy of their actual Resolution of August 13; and that the Special Shareholders Resolution remain on the table for four days after the receipt of the information, the resolution to be then voted on by email".

CARRIED

MOVED: [Chair/Secretary] "THAT for the purposes of resolving the Domainz Board request, normal rules of electronic voting will be suspended. Voting will take place by sending an email to the Executive Director once the vote has been called. The voting is to be deemed complete when Council has reached a majority in favor or opposed which cannot be overturned by any subsequent voting"

CARRIED

Other Issues Arising from the CEO's report:

• the 'seven offensive names' (see Policy Committee report below)
• the use of g/ccTLD names in third level domain names (see Policy Committee report below)
• moderated domains - (see Policy Committee report below)
• Y2k - letter from ISOCNZ needed
• Root and zone files - (see Tech Committee report below)

ACTION: Tech Committee to write Domainz via Secretary stating ISOCNZ's Y2K compliance.

ACTION: Executive Director to circulate members on date (Sept 22, 4:00pm) and venue of Domainz AGM (Green Room Wellington Convention Centre) - numbers needed by Sept 15. Coffee will be provided.

ACTION: Admin Committee - establish method of proving membership status (ID required to enter) for AGM

A short verbal report was presented as the projector was gone. The substance was to delineate again the relationship between ISOCNZ and the Board of Domainz.

There are two types of relationship in place and they neither overlap nor inter-link, and there is a need to clarify this for the Council and the membership.

Shareholder/Company relationship - the Council of ISOCNZ is the "Shareholder" not the members. This is the legal situation.

Contractual relationship - the Council monitors the contractual relationship to ensure that the contracted services are being performed.

Cr Harris will circulate his report before the Planning Weekend.

Schedule "A" - does exist and is being refined

the Secretary takes responsibility for it not being here this week - Murphy's computer in action

will include Performance Agreements as discussed on newsgroups

Secretary and Cr Harris will be meeting this coming week to move to next step, then to Policy Committee, on to Council, the community, and then to Domainz

ACTION: Cr Harris and Secretary to meet to refine Schedule A.

11. BREAK OUT INTO COMMITTEES

Because the Domainz report took up two hours the Council did not break into Committees and instead Committee Chair's reported back on business conducted since the last meeting. [The Administration Committee met over the coffee break as there was urgency over the renewal of the Executive Director's contract].

12. COMMITTEE REPORTS

a. Administration Committee

Frank March (Chair), Keith Davidson, Mark Harris, Jim Higgins (ex officio). Sue Leader (Executive Director ) in attendance.

Draft Budget by Executive Director presented - as Committee hasn't met no recommendation to Council yet

Executive Director's Contract - expired August 10 1999. Currently on verbal agreement with Chair of Admin Committee that contract will be rolled over and backdated. The remuneration is being renegotiated - part is Performance Agreement based . A substantial proportion is tied to Performance Assessment being rated satisfactory overall. Three monthly meetings for Performance Assessment. Twelve months right of renewal. Need to finalise today so will report back from coffee meeting.

Email volumes - as reported by Executive Director - draft Communications Plan for Planning Weekend

b. Policy Committee

Jennifer Northover (Chair), Richard Bourne, Colin Jackson, David Farrar, Jim Higgins (ex officio)

• See Minutes of meeting
• Moderation of .iwi - letter written by David Farrar to Hon Tau Henare, Minister of Maori Affairs, sent by ISOCNZ Chair, no reply yet
• The "Seven Offensive Names"
• only four are actively being used to disallow names - a light handed approach
• there is an issue with racially sensitive names

RECOMMEND that our policy remain to reserve the right to deal with names on a case by case basis.

• Meta Policy documents - to attach
• Pacific "ISOC" issues - the feedback is that they are more interested in developing along the lines of ISOCNZ
• ISOC membership
• Note that the Federation idea seems unlikely as most in chapters, but feedback suggests that current chapters' grumbling may be the seed for a new Federation.

ACTION: Executive Director to follow-up actions re PACFIS from last meeting

ACTION: Policy Committee - check out the way .au (Australia) has been set up as under new style ISOC

• Hacking/Cracking legislation - on hold until legislation comes into House.
• Executive Director reminded that letter needs to go out to volunteers for Working Party to update.
• There are hints that legislation may be old Bill revisited
• the last Law Commission meeting got 'cracking without intent' included
• legislation likely to be split in order to get Crimes Bill through before the Election - hacking to wait until a new Bill next year
• ISOCNZ's role as information source to whole community once legislation into House and put to Select Committee - could either be purely information by writing a Summary, or could act a focus for submissions
• Internet Code of Practice - covered by Executive Director
• Schedule A - willing to be involved in process

ACTION: Executive Director to send copy of hacking/cracking volunteers spreadsheet to Policy Chair again

c. Technical Committee

John Vorstermans (Chair), Andy Linton, Don Stokes, Mark Davies, Jim Shaw, Jim Higgins (ex officio)

Copies of four technical recommendations were circulated to the Council prior to the Meeting.

• "Tech Committee Reports One", 19 August 1999 - Feedback of the Domainz Network Design Specifications, August 8 1999. This has been approved by the Domainz Board
• "Tech Committee Reports Two", 19 August 1999 - Draft Proposal re Secondary Name Servers. NB paragraph (a) change "i.e." to "e.g.".
  • DNS Secondary servers are for the 2LD's, e.g., .co.nz, .org.nz, .govt.nz.
  • they are the primaries for the 2LD's
  • add (h) the minimum number is three in NZ and 1 offshore which are not managed or owned by Domainz

MOVED: (Colin Jackson/Chair) "THAT the Technical Committee be authorised to refine the DNS Policy and implement it"

CARRIED

• "Tech Committee Reports Three", 19 August 1999 - Two Letter Country Codes.
  • Second para of 'Overview' - change 2 to 3 years
  • In 'Recommendation' - add "This policy is to be reviewed in one year

ACTION: Executive Director to document for web site.

• "Tech Committee Reports Four", 19 August 1999 - Zone Transfer Policy
  • regarding (a) and (b) - this will require a formal signing by users

ACTION: Tech Committee/Policy Committee - to write a Policy for Domainz which defines "reasonable" requirements to access the zone files.

MOVED: (David Farrar/Colin Jackson) "THAT the Technical Committee receive a "bouquet" for the method and presentation of their work on these issues"

CARRIED

d. Education & Research Committee

Don Hollander (Chair), Bruce Sim (Acting Chair), Brenda Leeuwenberg, Prashanta Mukherjee, Jim Higgins (ex officio). Report presented by

Don Hollander reported that the E & R Committee has not met today. Ongoing:

• in negotiation with a Masters student at Victoria University over the project "Maori Use of the Internet in the Diaspora". Trying to bring back to the $3000 approved.

Brenda Leeuwenberg reported that:

• at the last Council Meeting the E & R Committee had presented ideas for seminars and the annual Face to Face Conference and these were passed. However nothing has happened yet and there seems to be a problem with 'process'

The Chair noted that:

• as Face to Face has not been actioned yet suggest that after consultation that instead do a members' Dinner with a top Speaker after the AGM

Discussion:

• ICONZ Awards are Nov 11 and there is at least one other major Conference in the period. GOVIS has decided to postpone their conference until next year (Y2K issues played a part in decision too)
• Face to Face was main publicity event in the past. This year have higher profile, e.g., Summit
• the Executive Director noted that she was out of the country from Sept 17 to Oct 4 and so could not be able to step in to create the event as happened last year. She also noted that for the webcast of proceedings the costs still have to be born.
• Have to run the AGM so a Conference may be viable if use outside Events Organiser
• Don Hollander wants to see how next week's TUANZ one day conference and dinner go before making a decision.

MOVED: (Chair/Secretary) "THAT the E & R Committee discuss and bring back a recommendation to the Council by email by next Friday (September 3).

CARRIED

ACTION: E & R Committee - discuss Face 2 Face vs Members' Dinner proposal and bring back a recommendation to the Council by email by next Friday (September 3)

ACTION: Executive Director check prices for webcast - hourly vs set-up.

ACTION: Tech Committee to establish method for secure on-line voting for AGM

13. DOMAINZ

a. Appointments to Domainz Board

David Farrar: plans to propose amendments to the Constitution of Domainz as a Shareholder as notified by email

Discussion:

• The Chair noted that appointing fresh faces for the sake of having fresh faces is not a commercial concept
• The Treasurer noted that with a fixed term it can prove more difficult to remove an appointee within the term, e.g., 'golden handshakes'.
• This was contested as we are not a government department which may have a political need to remove people quickly.
• The three Councilors who are Directors were nominated from the membership at large, and the two outside Directors were appointed on the basis of their commercial experience from a list provided by the NZ Institute of Management
• The job is not being done for the money
• A "job for life" is not acceptable - reconfirming every few years is good

3:00pm - Roger De Salis left the meeting to catch a plane.

MOVED: (David Farrar/Mark Harris) "THAT the Constitution of Domainz be amended to insert a term of office for Directors of two years, subject to legal advice"

CARRIED
Abstentions Jim Higgins, John Vorstermans

ACTION: Chair - to circulate to? and obtain legal advice.

b. Foreshadowed Motion - Shareholder's Representative on Domainz Board

MOVED: (Frank March/Richard Bourne) "" That the Shareholder's Representative shall only vote as directed by resolution of the Council as Shareholder. In cases where prior consultation is not possible the Shareholder's Representative is authorised to vote on the Shareholder's behalf and the Council as Shareholder agrees to be bound by those decisions unless the Shareholder's Representative is shown to have acted in bad faith"

CARRIED U

The idea of a Council Planning retreat has been discussed for some time. The Treasurer's recommendation for this to take place at Solway Park in Masterton were previously circulated. The Treasurer assured the meeting that there were sufficient funds in reserve to cover the anticipated cost. An outside Facilitator will be needed, and Joan Palmer successfully conducted the 1997 planning meeting.

MOVED: (Chair/David Farrar) "THAT the Council hold a Planning Weekend on Friday and Saturday September 10 and 11 1999"

CARRIED

MOVED: (Chair/Jennifer Northover) "THAT Joan Palmer be approached to act as Facilitator at a cost in the range of $2,000-2,500"

CARRIED

ACTION: All Committees to write Tasks and background papers before the meeting and notify the Executive Director of the general areas of intended discussion.

3:15pm The meeting broke for coffee and the Admin Committee went into session

3:35 The meeting resumed with observers and Executive Director excluded

MOVED: (Chair/Frank March) "THAT the Council move into committee to consider the Executive Director's contract renewal"

CARRIED

3:50pm

MOVED: (Chair/Frank March) "THAT the Council move out of committee"

CARRIED

MOVED: (Frank March/Chair) "THAT the Chair be authorised to sign on behalf of the Society the renegotiated Executive Director's contract. The Treasurer and Secretary to investigate the legal status of "employment for" v.s. "employment of" from a GST and Tax perspective.

CARRIED U

3:53 The Executive Director and observers returned to the meeting.

14. Proposed Amendments to the Articles of Association

These were circulated by David Farrar with the hope of consensus before the AGM

Comments:

• size of suggested Council too small - current size is insurance against 'take-over'
• affiliated groups risk representing their interests rather than working for Society as a whole
• against simple majority
• against election of officers - skills use from within elected Councillors better
• Executive Director wishes to check Incorporated Societies regarding 2/3rds rule and spoke for IAG retention

AGREED: To fully discuss at Planning Weekend and refrain in meantime from discussing on Council list

15. Appointment of Auditor for Domainz

The only grounds for concern with current auditors is to get a satisfactory level of reporting back.

MOVED: (Chair/Richard Bourne) "THAT the Treasurer write to Martin Jarvie about the concerns which have been raised and that Martin Jarvie be reappointed as Auditors for Domainz."

CARRIED - Against, Keith Davidson

ACTION: Treasurer to write to Martin Jarvie expressing the Council's concerns about report back procedures.

4:10pm - the Chair was temporarily vacated by Jim Higgins as he left the meeting. Frank March assumed the Chair.

16. Treasurer's Report

The Treasurer spoke to the Bi-monthly accounts as presented.

• The figures include the ex-budgetary expenditure for the Summit as approved by Council
• the lack of a figure for outstanding cheques and deposits is a communication glitch only
• Budget figures for Membership are not being met as a new invoice run is due
• the high level of phone expenditure is related to having a full time office, and paying line rental for forwarding from first number, and includes Chair's expenses.

MOVED: (Keith Davidson/Mark Harris) "THAT the Treasurers' Report be accepted"

CARRIED U

Discussion:

• All committees need to flag their upcoming budget needs at the Planning Weekend
• A more formalised financial planning process is needed
• The Treasurer has offered to put Financial Reports up onto web site - agreed to start this next year when a more useful Budget will be in place.

ACTION: All committees to decide on 1999-2000 Budget needs and bring to Planning Weekend.

4:25pm - Jim Higgins returned and resumed the Chair

MOVED: (Keith Davidson/David Farrar) "THAT the Shareholder's Representative advise Domainz that under Section 211(1) of the Companies Act 1993 the Shareholder requires the disclosure of all items."

CARRIED

ACTION: Mark Harris to advise Domainz that under Section 211(1) of the Companies Act 1993 the Shareholder requires the disclosure of all items

17. GENERAL BUSINESS

Frank March - raised question re recent InfoTech article which covered the establishment of a Maori IT Advocacy group. No one had any knowledge of this. Does ISOCNZ have a role under the Treaty of Waitangi? Only specific work at the moment is the research project. Executive Director to follow-up.

Jennifer Northover - Confidential until Tuesday August 24. TUANZ is launching EBANZ - Electronic Business Association of NZ - and INZ will migrate into it. Should be a networking opportunity for ISOCNZ.

Mark Harris - do we formalise the relationship with the IDNO in order to support Joop Termestra's work at the ICANN Meetings? It ensures representation by non-commercial end-users which fits with the ISOCNZ philosophy of the "public good"

MOVED: (Mark Harris/Colin Jackson) "THAT we support Joop Termestra's to the value of $1500 to enable the IDNO representation at Santaigo meeting of ICANN."

CARRIED U

ACTION: Chair to explore formalising of the relationship with IDNO with Joop

Andy Linton - the ACM letter - will the Council support. Executive Director reminded that it had already been agreed but that she had not had time to action letter.

ACTION: Executive Director to action the ACM letter.

The next Council Meeting will be held during Planning Weekend Sept 11 1999 .

Meeting closed at 5:00pm

©1999 The Internet Society of New Zealand
Last updated 15 February 2002