Minutes of March 2010 Council meeting

Present: Frank March (President), Jamie Baddeley (Vice President), Donald Clark, Michael Foley, Neil James, Hamish MacEwan, Judith Speight, Chris Streatfield, Michael Wallmannsberger, Nat Torkington, Jonny Martin.

In Attendance: Richard Currey (Exiting Acting INZ Chief Executive), Vikram Kumar (INZ Chief Executive), Donna Hiser (NZRS Chair), Jay Daley (NZRS Chief Executive), Joy Liddicoat (Acting DNCL Chair), Debbie Monahan (Domain Name Commissioner), Keith Davidson (External Relations), Thomas Morgan (Member), Simon Riley (Member), Sandra Glasgow (Minute Taker), Laura Turnbull (Audio).

Meeting Opened: The President formally opened the meeting at 11.38am.

11.38am – Donna Hiser, Jay Daley, Debbie Monahan, Thomas Morgan, and Simon Riley joined the meeting.

1. Apologies
Council received apologies from Cr Butterfield.

2. Declaration of Councillors Interests
Councillors were reminded to provide written confirmation of any changes to the register to susi@internetnz.net.nz.

3. Agenda Consideration – In Committee Items
The .nz domain name wholesale fee review and portions of Keith Davidson’s External Relations report will need to be held in committee.

11.41am – Jonathon Penney joined the meeting.

4. Guest Speaker – Jonathon Penney
The President introduced Jonathon Penney, the current Cyberlaw Fellow. Jonathon gave a brief overview of his current work, concentrating mostly on his ‘freedom to connect’ project.
Cr Torkington thanked Jonathon for his work outside the University and stated it was welcome to see him taking an active role. He also suggested that Jonathon blog his work.

12.02pm – Jonathon Penney, Jay Daley and Donna Hiser left the meeting.

12.02pm – 12.34pm - Lunch break.

12.37pm – Joy Liddicoat joined the meeting.

5. Consent Agenda Item
It was noted that there was an error in the Presidents ‘Fellow Selection’ report being that the date for the AGM is one month out. The AGM will be held at the end of July, not the end of June as noted in the report.

RN 01/10: THAT the minutes of the meeting held on 11 December 2009 be received and adopted as a true and correct record.

THAT the following reports be received:
a. President’s Report
b. Fellows selection report
c. Evote ratification
(President/Vice President)
CARRIED U

EVOTES
There have been two e-votes conducted since the last Council Meeting:

150210 President/Vice President
THAT the common seal be affixed to banking documents authorising Vikram Kumar to be a signatory for InternetNZ bank accounts.
FOR: 
Frank March
Michael Foley
Michael Wallmannsberger
Chris Streatfield
Donald Clark
Liz Butterfield
Nat Torkington
Hamish MacEwan
Neil James
Jonny Martin
Judy Speight

230210 President/Vice President
THAT the common seal be affixed to the IPv6 Task Force Trust deed.
FOR: 
Frank March
Michael Foley
Nat Torkington
Neil James
Michael Wallmannsberger
Chris Streafield
Jonny Martin
Judy Speight
Jamie Baddeley
ABSTAIN:
Donald Clark

RN 02/10: THAT the e-votes be ratified.

(President/Vice President)
CARRIED U

6. Matters Arising from the Minutes
AP 01/09 – Complete.

AP 13/09 – This is ongoing and should be removed from the action point register. A decision has previously been made to continue with the current budget of $85K but more analysis is needed on the future outcomes required. Jonathon Penney’s term as the Cyberlaw Fellow ends in August and a new Fellow will not be appointed for next year. Victoria University has been advised that funding will be on hold until a review is completed and a future course of action decided.

AP 18/09 – There is now a timetable but details of budget, strategy, and annual reporting processes are yet to be added. This is a work in progress.

AP 19/09 – There has been no action on this point. Chief Executive is to review if any action is required and report to the next Council meeting.

AP 20/09 – This is now covered in the larger discussion of Council performance under general business. The President will not be producing a written role description for Council so this action point is to be removed.

AP 24/09 – Complete. Action Point to be closed.

AP 36/09 – No longer relevant. Action Point to be closed.

AP 38/09 – Complete. Action Point to be closed.

AP 40/09 – Will commence in the next financial year as there is currently no comparative historical data. Action point to remain open.

AP 41/09 – The Audit and Risk Committee is meeting in mid-April and the proposed Report Publishing Policy should be discussed then. Action point to remain open.

12.51pm – Jay Daley and Donna Hiser joined the meeting.

7. NZ Registry Services Report.
Donna Hiser spoke to the report highlighting a few important issues. She noted that the current projects are all progressing well. She also noted that the Board held a strategic planning session in November with a focus on gTLDs and the potential threat to .nz domain name growth. The move to the new premises has been important and the Board has noticed a more collaborative effort amongst the group since the move.

Donna opened the floor to questions. Cr Torkington asked if future gTLDs are also seen as an opportunity rather than just a threat. Donna confirmed that it is but further analysis is required. Cr Clark asked how the DNSSEC work is progressing. Jay answered that it is progressing as it should and that there are definite benefits in not being an early adopter, allowing for issues to be resolved first.

12.50pm – Cr Foley left the meeting.

12.57pm – Cr Foley rejoined the meeting.

Cr MacEwan enquired about the customer satisfaction survey and asked whether it was a worthwhile exercise considering NZRS only has 72 customers. It is believed that the survey was extremely beneficial in highlighting priorities; a good response was received; and customers were honest with their feedback.

RN 03/10: THAT the NZRS third quarter report be received.
(President/Vice President)
CARRIED U

8. Domain Name Commission Limited Report
Joy spoke to the report. She invited Council to engage with DNCL even outside the Council meetings if they ever had any questions. DNC policy work is continuing as normal and all other operations are on track.

Cr Clark noted that the financials show a significant overspend in the communications line. Debbie explained that this is a timing issue. By the end of the year it should even out. She explained that the decision to give staff branded clothing was not taken into account when budgeting but has been a very beneficial step to promoting .nz.

Debbie noted that she had a discussion regarding .bank.nz with the Bankers Association. She is not happy with the progress made and has requested concrete steps by mid-April after which it may become necessary to escalate the discussions.

RN 04/10: THAT the DNCL third quarter report be received.
THAT the DNCL November monthly report be received.
THAT the DNCL December monthly report be received.
(President/Cr Streatfield)
CARRIED U

1.15pm – Simon Riley and Thomas Morgan left the meeting.

1.16pm – Council went into committee to discuss the Domain Name Fee.

2.17pm – Council came out of committee. Vikram Kumar left the meeting.

2.18pm – Keith Davidson joined the meeting. Chris Streatfield, Nat Torkington and Donald Clark left the meeting.

9. External Relations Update

2.19pm – The meeting went into committee to receive part of the External Relations report.

2.21pm – Donald Clark and Nat Torkington rejoined the meeting.

2.27pm – Vikram Kumar rejoined the meeting.

2.30pm – Judy Speight left the meeting.

2.36pm – Judy Speight rejoined the meeting.

2.37pm – Meeting came out of committee. Thomas Morgan and Simon Riley rejoined the meeting.

Keith spoke to his report, opening the floor for questions. Vikram advised Council that from an operational perspective there are enough resources to support Keith’s recommendation to apply to host an IETF meeting in Auckland in 2012.

RN 05/10: THAT InternetNZ authorises Keith Davidson to proceed with the preparation and filing of a bid to host the July 2012 IETF meeting in Auckland.

(President/Cr Streatfield)
CARRIED U

RN 06/10: THAT the External Relations Report be received.
(President/Vice President)
CARRIED U

10. Domain Name Fee Level Recommendation

RN 07/10: THAT the joint recommendation from NZRS and DNCL reducing the .nz domain fee be approved.
(President/Vice President)
CARRIED U

2.42pm – Jay Daley, Keith Davidson, Debbie Monahan, Donna Hiser and Joy Liddicoat left the meeting.

11. CE Report
Vikram Kumar and Richard Currey spoke to the report.

CE Update
Plans to hold PublicACTA have been well received. Member consultations in Auckland and Wellington were completed. The IPv6 Taskforce has now been set up as a Trust. The website is behind schedule. The information portion is complete and should be launched in about two weeks but the members’ portion is still being developed.

Accounts and 2010/11 Budget
Vikram was asked how he felt about the presentation of the accounts. He confirmed that he intends to additionally provide graphical presentations to improve comprehension. Cr Streatfield asked if the INZ 2010/11 budget was going to be manageable considering it has actually decreased from that of 2009/2010 while InternetNZ has taken on additional costs, such as international travel costs from DNCL. Vikram feels that it will be tight but manageable and is in line with the drive to increase organisational effectiveness.

RN 08/10: THAT the Budget for 2010/11 be approved, subject to ratification by members at the AGM.
(President/Cr Torkington)
CARRIED U

Draft Business Plan 2010/11
Overall Council sees the business plan as a good document. Cr Clark would like to see some measurable KPI’s included in the Chief Executive’s performance assessment as the business plan is ultimately the performance contract between Council and the Chief Executive. The wording ‘increasing organisational capability’ should be re-named to ‘increasing organisational effectiveness’. Cr Torkington questioned whether policy areas should include mention of international connectivity and data caps. This is part of the larger issue of affordable and reliable Internet access which will be included in the policy programme.

RN 09/10: THAT Council accept the draft business plan as an acceptable draft for management to work to pending adoption at the AGM.
(President/Cr Streatfield)
CARRIED U

Grants
RN 10/10: THAT Council approve a grant to NetSafe in the amount of $125,000.00 excl GST per year for the next three years.
(Cr Martin/Cr Streatfield)
CARRIED U

RN 11/10: THAT Council approve a grant to IPv6 Taskforce Trust in the amount of $70,000.00 excl GST for 2010/11.
(Cr Clark/Cr MacEwan)
CARRIED U

RN 12/10: THAT Council requests the Chief Executive to engage with 2020 Trust to further develop and finalise their funding request.
(Cr Streatfield/Cr James)
CARRIED U

RN 13/10: THAT the Chief Executive’s Report be received.
(President/Cr Streatfield)
CARRIED U

Premises Report, Key Dates and Membership Report
The report on the move to the new premises was noted. The fitout was completed on time and within budget. Council also noted the key dates in the coming months and that the proposed date for the AGM is 29 July 2010 while that for the strategic planning day is 16 September 2010.

The membership report showing 219 members as on 10 March 2010 was noted.

RN 14/10: THAT the new members be approved.
(President/Cr Streatfield)
CARRIED U

3.24pm – Cr Clark and Cr Wallmannsberger left for the day.

3.24pm – 3.37pm – Afternoon tea break.

3.37pm – Jay Daley, Donna Hiser and Debbie Monahan rejoined the meeting.

Reserves Policy
RN 15/10: THAT Council approve the InternetNZ Reserves Policy.
(President/Cr Streatfield)
CARRIED U

Licence Fee and Capital Fund
The licence fee and Capital Fund papers were withdrawn pending a group financial strategy discussion as a result of the morning’s strategic planning session.

The President asked if there would be any impact on the approved budget if the licence fee and capital fund proposals do not go through. It was confirmed that the only immediate impact anticipated is changes to projected cashflow. InternetNZ will receive the requested dividend of $2.61 million from NZRS in 2010/2011 as budgeted. Licence fee allows for a monthly payment whereas the dividends are paid three times a year leading to uneven cashflow.

Cr Torkington asked if other mechanisms for money to go from NZRS to InternetNZ had been investigated and whether advice had been sought as to whether the licence fee model would be the most appropriate for the group. Richard advised that Curtis McLean has been consulted and that they support the licence fee model. It was noted that in order for Council to make an informed decision, papers should include options considered as well as benefits and drawbacks.

Cr Streatfield expressed his displeasure at the quality and content of the Capital Fund paper. He wanted the paper to be at a level of principles rather than operational details.

3.47pm – The Vice President left for the day.

A special Council meeting is to be called for mid-May 2010 to discuss group financial strategy. Background papers should show the ‘whole picture’ and a diagram on how money currently flows through the group. There is a need to develop a model and principles for the group’s finances that identify the variables and ‘moving parts’, including the relationship between operational expenses, wholesale domain name fee, and grants pool.

AP 02/10: Vikram to suggest a date for a special Council meeting in mid-May 2010 and check availability with Councillors.

AP 03/10: Chief Executives of InternetNZ, NZRS and DNCL are to develop papers for discussion at a special Council meeting in mid-May 2010 on group financial strategy in consultation with Cr Clark.

RN 16/10: THAT Council authorises the President to send a letter to NZRS requesting a dividend of $2.61 million for 2010/11.
(President/Cr Foley)
CARRIED U

AP 04/10: The President to send a letter to NZRS requesting a dividend of $2.61 million for 2010/11.

4.12pm – Debbie Monahan and Judy Speight left for the day.

Video Conferencing
Video conferencing was not set up when the move to the new premises occurred as it wasn’t certain what was going to be required or how it was going to be used. A proposal has now been finalised and trials have been conducted to ensure it meets the requirements. It was confirmed that remote desktop computers will be able to join video conferences and InternetNZ will provide Councillors with the software when needed.

RN 17/10: THAT Council approve the purchase and installation of the video conference solution provided by Communication Partners to a maximum spend of $35k + GST.
(President/Cr Torkington)
CARRIED U

12. General Business.
The President is interested in developing a way to assess the performance of Council. He wants to focus on changes needed to be made and how change is implemented going forward.

It is suggested that a questionnaire be sent to Councillors to fill in. This must be a compulsory questionnaire and is yet to be decided whether it will be anonymous or not. Cr Streatfield will forward some previous questionnaires to the President as a starting point. The President will then circulate them to Councillors for discussion and amendment of content.

AP 05/10: Cr Streatfield to send the President some previous questionnaires for assessing Board performance and gathering comments.

AP 06/10: The President to circulate the sample questionnaires to Council for input; finalise questionnaire and process; and then re-circulate for completion.

The President advised that it was Richard Currey’s last day reporting to him under the current contract. If there was any further involvement, Richard will report to the new Chief Executive. The President thanked Richard for stepping into the position of Acting Chief Executive.

RN 18/10: THAT Richard Currey be thanked for the excellent job done while in the position of Acting Chief Executive for InternetNZ.
(President/Cr Streatfield)
CARRIED U
WITH ACCLAMATION

Next Meeting: Special meeting in mid-May 2010, date TBC.
The next scheduled meeting is 11 June 2010.

Meeting Closed: The meeting closed at 4.20pm.

Signed as a true and correct record:

 

 

 

…..………………………………………..
Frank March, President, CHAIR

 

Meeting: 
19 March 2010