COUNCIL MEETING
11 June 2010
Status: Draft Present: Frank March (President), Jamie Baddeley (Vice President), Liz Butterfield, Donald Clark, Michael Foley, Neil James, Hamish MacEwan, Judy Speight, Chris Streatfield, Michael Wallmannsberger, Nat Torkington. In Attendance: Vikram Kumar (INZ Chief Executive), Susi Cosimo (Shared Services Unit Manager), Doug Mercer (NZRS Acting Chair), Jay Daley (NZRS Chief Executive), Graham Nahkees (NZRS Consultant), Joy Liddicoat (DNCL Chair), Debbie Monahan (Domain Name Commissioner), Keith Davidson (External Relations), Simon Riley (Member), Thomas Morgan (Member), Jordan Carter (Minute Taker). Meeting Opened: The President formally opened the meeting at 12.04pm, Council went into committee to discuss Board appointments and came out at 12.11pm.
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Apologies
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Declaration of Councillors Interests
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Agenda Consideration – In Committee Items
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Consent Agenda Item
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President’s Report
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Evote ratification
(President/Vice President)
CARRIED U
Evote: | For: | Abstain: | |
1304101 | President/Cr MacEwan That the application for funding from NZCS for $75,000 over two years be declined at the current level of participation but that reconsideration occur if the applicant is able to muster a larger group of contributors representative of the beneficiaries of this programme. | Hamish MacEwan Nathan Torkington Liz Butterfield Jamie Baddeley Neil James Chris Streatfield Michael Wallmannsberger Donald Clark Judy Speight Jonny Martin Michael Foley | |
1304102 | President/Cr MacEwan That application from TUANZ for a grant of $80,000 should be declined at this stage, with the proviso that InternetNZ uses its relationships and influence to encourage other potential funders of the project to consider investing. The applicant is also invited to reapply when the project and planning is more mature. | Hamish MacEwan Nathan Torkington Liz Butterfield Jamie Baddeley Neil James Chris Streatfield Michael Wallmannsberger Donald Clark Judy Speight Jonny Martin Michael Foley |
(President/Vice President)
CARRIED U
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Matters Arising from the Minutes
There were no matters arising from the minutes. Pending Action Points are all completed, and no discussion required.
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President’s Report
Frank spoke briefly to his report noting the untimely and sad death of Paul Reynolds.
He spoke of the Nominations Committee’s recommendations and noted that: Richard Currey’s resignation of the DNCL Board created the need for someone to step in and complete his term, which has one year remaining. Also to note is that the NZRS Board would like to have Cr Wallmannsberger reappointed as their Council representative, this is dependent however on him being a Councillor. Cr Wallmannsberger has one year left on his Council term so can only be appointed for a one year term. Each term begins 1 August 2010.
(President/Vice President)
CARRIED
Abstention: Michael Wallmannsberger
RN 22/10: THAT Richard Currey be appointed to the NZRS Board for a three year term. (President/Vice President)
CARRIED U
(President/Vice President)
CARRIED U
(President/Vice President)
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(President/Vice President)
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Audit and Risk Committee Report
(President/Cr Streatfield)
CARRIED U
The President thanked Cr Streatfield for the work chairing the Audit and Risk Committee and noted Cr Streatfield’s upcoming resignation from Council and expressed his regret to see him leave Council.-
CE Report
(President/Cr Streatfield)
CARRIED U
The meeting broke for lunch and returned to the Chief Executive’s report after the DNCL and NZRS reports. It resumed at 1.02pm. Cr Clark arrived at the end of the lunch break. Joy, Debbie, Jay, Doug and Keith joined the meeting. Simon Riley arrived at 1.05pm.-
Domain Name Commission Limited Report
(Cr Streatfield/Vice President)
CARRIED U
Joy circulated the DNCL Annual Report. Frank noted and complemented both subsidiaries for the 100% uptime on all DNS servers and for the SRS. Cr Torkington endorsed having DNCL staff speaking at other events, and encouraged this across the group. RN 29/10: THAT the DNCL February monthly report be received. THAT the DNCL March monthly report be received. THAT the DNCL April monthly report be received. THAT the DNCL fourth quarter report be received.(President/Cr Streatfield)
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RN 30/10: THAT DNCL be thanked for the production of their Annual Report.(Cr Streatfield/President)
CARRIED U
1.13pm – 1.16pm Keith Davidson and Susi Cosimo left the meeting.-
NZ Registry Services Report .
(President/Cr Streatfield)
CARRIED U
Debbie, Joy, Jay, Donna and Graham departed at 1.34pm, with Jay and Debbie then returning for Keith’s report.-
External Relations Report
(President/Cr Streatfield)
CARRIED U
Keith left the meeting at 1.55pm.-
CE Report - continued
(President/Vice President)
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(President/Vice President)
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RN 35/10: THAT Council approve a grant for $15,241 from University of Otago to run the NZ Computer Crime and Security Survey.(President/Vice President)
CARRIED U
RN 36/10: THAT Council approve a grant for $10,000 from Pacific Internet Partners to provide travel grant fellowships for the Pacific Islands ICT community.(President/Vice President)
CARRIED U
(President/Vice President)
CARRIED U
Group Cash in excess of reserves Vikram introduced the paper, talking through the work as it continued after the May special meeting of Council. The Council’s view is that cash in excess of reserves held by the three organisations individually should be held by the parent organisation. To deal with smoothing InternetNZ’s cashflow, a new dividend/license fee process will be developed. NZRS need to work out its excess funds, and advise InternetNZ of the excess over current reserves requirements. Vikram also outlined the proposed changes to the Treasury Management Policy, updating it from the current 2004 version. Cr Streatfield replied that point 5 should specify the Council rather than the CE, as it is a governance issue. He also noted that in respect of the proposed principles for Treasury management, they should be tied to the policy rather than separate – perhaps incorporated into this. The Council discussed also the need to review on a regular basis the Society’s policy. Cr Clark was pleased to read the paper, which gives him a good deal of confidence in how the organisation’s funds are being managed. Cr Wallmannsberger noted that the point of the Treasury Reserves Policy was to manage credit risk. The Council needs to be able to be sure that the Group’s overall credit risk exposure to an entity (such as a bank) is taken into consideration. RN 38/10: THAT the Council ask the President to write to NZRS requesting: NZRS calculate its cash requirements taking into account relevant factors including:-
Current and projected liquidity and the NZRS Liquidity and Reserves Policies including the impact of the recently agreed reduction in the .nz wholesale fee due to be implemented from 1 July 2010.
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NZRS forecasts for growth in domain name registrations and assessment of the ongoing risks to those forecasts.
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The impact of loss of interest income from reduced cash holdings.
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NZRS reply to the President with the amount it holds in excess of the amount as calculated above and an explanation as to how the figures were calculated, including details of any additional considerations to those above.
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NZRS pay InternetNZ the amount it holds in excess of the amount as calculated above by way of one or more special dividends upon maturity of the term deposits in which such excess amounts are currently held.
(President/Cr Clark)
CARRIED U
(President/Vice President)
CARRIED U
Note: the amended Treasury Management Policy is as follows: InternetNZ Treasury Management Policy
as amended on 11 June 2010
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The Society shall adhere to the Constitution, Council Bylaws and to all relevant laws governing Incorporated Societies in its undertaking of any investment.
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The Society will favour investments that entail minimal risk and which require the minimum of active management or participation by the Society, its Officers, or those appointed to oversee the investment process.
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The Society has an obligation to establish investments that yield the best possible rate of return, subject and subordinate to the requirements of paragraphs (1) and (2).
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The Society will not invest more than 50% or $1,000,000, whichever is the lower value, of its total capital reserves in investments in a single entity without a specific vote of Council approving such investment.
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InternetNZ Members are required to disclose any interest they may have, or know of, concerning an investment held by the Society, to the Council through the President.
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The Chief Executive of InternetNZ shall have the responsibility to explore, establish and manage investments in accordance with this overall policy.
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The Chief Executive shall report any change in the status of investments held by the Society as part of its regular reporting to Council.
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The Society will include an abbreviated non-specific summary of investments in the annual report.
(President/Vice President)
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AP 06/10: CE to develop an Options Paper regarding the treatment of interest accruing from the capital funds to be received from NZRS pursuant to RN 38/10. Delegation to Chief Executive Vikram introduced his paper and spoke about the need for clear delegations. RN 41/10: THAT Council resolves that Vikram Kumar, Chief Executive, be authorised to commit and approve on behalf of the Society with effect from 1 February 2010:Staff
All matters related to employees and contractors including but not limited to appointment; salaries/rates and terms; leave; reimbursement of expenses; contracts; and terminations.
Financial
- Operational Expenditure
Operational expenditure within approved annual budget: no limit
Operational expenditure not within approved annual budget: $5,000
Operational expenditure beyond the limits above shall be approved by Council prior to commitment.
- Capital Expenditure
Capital expenditure within annual budget: $10,000
Capital expenditure not within approved annual budget: $3,000
Capital expenditure beyond the limits above shall be approved by Council prior to commitment.
- Reimbursement of CE’s expenses
All claims for reimbursement of expenses made by the Chief Executive shall require authorisation by the President.
Spokesperson, Representative
The Chief Executive shall be the primary spokesperson and representative on behalf of InternetNZ.
Others
All matters not specified above that are reasonably required for the smooth and efficient operations of the Society and implementation of the approved Business Plan subject to the limits imposed by the Constitution, Bylaws, and Council resolutions.
Sub-delegation
Within the scope and limits of this resolution, the Chief Executive shall be able to sub-delegate authority as required.
(President/Cr Torkington)
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Calendar Susi introduced the calendar. A key date to note is the AGM in Wellington on Thursday 29 July, she also noted that the election process soon gets under way. Cr Butterfield asked about Auckland engagement with the AGM, and plans are still under development. Membership Report The membership report showing 223 members as on 2 June 2010 was noted. RN 42/10: THAT the new members be approved.(President/Cr Streatfield)
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General Business.
Cr Streatfield has resigned from Council and Cr Butterfield’s term is expiring at the AGM and will not be standing for Council. Cr Speight, Cr James and Cr Martin intend to stand in the coming election. The President on behalf of Council thanked the outgoing Councillor’s for their work. RN 43/10: THAT Cr Streatfield, Cr Butterfield, Cr Speight, Cr James and Cr Martin be thanked for their work as InternetNZ Councillors.
(President/Vice President)
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WITH ACCLAMATION
…..……………………………………….. Frank March, CHAIR