Internet Society of Australia
ABN 36 076 406 801

Minutes of Directors' Meeting – 14 February 2012

By Teleconference in accordance with Article 80

The meeting commenced at 17:45

1. Attendance

Present: Gunela Astbrink, Paul Brooks (Treasurer), Narelle Clark (President), Roger Clarke, Rob Forsyth, Tony Hill, Jerry Leeson, Andrew McRae, Skeeve Stevens

Apologies: George Fong (Vice-President), Rob Gregory, Cheryl Langdon-Orr (Secretary)

[Declarations of Interest]

2. Minutes of Previous Meeting

The Board adopted the Minutes of the Meeting of 13 December 2011.
Moved: Rob Seconded: Paul

3. Adjustments to Board Processes

The Board considered the Motions arising from the Meeting of Board members on 31 January, in file BoardChanges-120131.doc vsn of 3 February, which had been previously circulated and discussed.

3.1 The Board resolved to establish the following three Board Committees:
• Events Committee
• Policy Committee
• Fund-Raising, Marketing and Promotion Committee (FUMP)

Moved: RobF Seconded: Gunela

3.2 The Board resolved to establish the following Task Force:
• Governance Task Force

Moved: RobF Seconded: Gunela

3.3 The Board resolved to approve the Policy re Committees and Task Forces
Moved: RobF Seconded: Gunela

3.4 The Board resolved to adopt the Terms of Reference for:
• the Executive Committee
• the Events Committee
• the Policy Committee
• the FUMP Committee
• the Governance Task Force

Moved: RobF Seconded: Gunela

3.5 The Board resolved to amend the Policy re Committees and Task Forces
Replace para. 10. with the following:
In general, Committees and Task Forces may co-opt other appropriate persons. Those persons may be members or non-members of ISOC-AU, but Board approval of non-members is required prior to their co-option.
Moved: Andrew Seconded: Jerry

3.6 The Board resolved to appoint Board-members to Committees and the Task Force
as per the document entitled 'Initial Appointment of Committee-Members', as amended
Moved: Roger Seconded: RobF

3.7 Frequency of Board Meetings
The Motion was 'The Board resolves to meet (4) times per annum'
Moved: RobF Seconded: Roger
Changed from 4 to 6 meetings p.a., by 4-1, with 1 abstention, then Carried 5-1

The Meeting noted the importance of frequent Executive Committee meetings, and frequent reports to the Board.

3.8 The Board resolved to dissolve the following Committees:
• Revenue Sub-committee
• Sponsorship Sub-committee
• Membership Sub-committee
• Remuneration Sub-Committee

Moved: Roger Seconded: Skeeve

4. Actions Arising/Carried Over from the Minutes
See Attachment

5. Reports

5.1 Executive Director's Report
The Board accepted the Report.

5.2 Treasurer's Report
The Board accepted the Report.

5.3 Committee Reports
The Board noted that no reports were to hand from any of the Committees that had now been dissolved.
The Board noted that future Board Agendas will include entries for
• Events Committee
• Policy Committee
• FUMP Committee
• Governance Task Force

The Board noted that Committee Reports are to be posted on the Board list 7 days before the date of the Board meeting

5.4 Director's Representations
Paul advised that Communications Alliance has kicked off a new technical working committee (WC36), looking to revise document G632:2007 Quality of Service for Internet Protocols. Paul is on the committee as a representative of The Internet Society of Australia, and is chairing the working committee.

Rob F advised of Meetings of the Australian Federal Government taskforce for Trusted Identities in Cyber space (PM&C), as a Director of NSW Board of Crimestoppers (NSW Police), Member of the Australian Federal Government National Standing Committee on Cloud Computing (DBCDE), Member of the NZ Government’s Cyber Security Awareness Advisory Group (Ministry of Economic Development), member of the Steering Committee of Cyber Security Awareness Week (DBCDE). Chairman of the Over the Horizon forum being the final event of the Australian Cyber Security Awareness Week (DBCDE) and Chairman of the Internet Industry Association (IIA) Security taskforce

Roger advised of a Meeting of the Australian Federal Government taskforce for Trusted Identities in Cyber space (PM&C)

6. SIGs Report 6.1 IPv6
The Board heard a verbal Report from Tony

The Board noted that the Events Committee is to prioritise a broader Event during 2012, in a manner that leverages off and does not undermine the IPv6 Summit.

6.2 S&E (Skills & Expertise)
Nil Report.

6.3 Accessibility & Usability
Held over to the next Meeting due to time limitations

7. Discussions With Notice
Nil.

8. Other Business
Nil.

9. Next Meetings

––– PROVISIONAL –––

Motions:
1. That Board meetings continue to be scheduled for the 2nd Tuesdays of relevant months
2. That one Board meeting be scheduled at a time suitable for finalising the Annual Report
3. That one Board meeting be scheduled between the AGM and year-end, to enable the new Board to convene
4. That the 2012 schedule be as follows:
Tue 14 Feb 2012
Tue 10 Apr 2012
Tue 12 Jun 2012
Tue 14 Aug 2012
Tue 11 Sep 2012 (prep for AGM)
Tue 13 Nov 2012 (post AGM)

The meeting concluded at 19:05

Attachment: Matters Carried Over from Previous Meetings

3.1 Suitability of Google Docs as the Board's shared work-area
ROGER to clarify concerns about Accessibility without a Google login, and Accessibility and use by Google and third parties
To the Policy Committee

3.2 Juniper ANDREW, PAUL to liaise further with them about membership renewal
CLOSED

3.3 Flexibility on Membership Rates
HOLLY to organize a meeting of Membership Committee to include consideration of this
To the Governance Task Force

3.4 Forum Series
EXEC CTEE TO WORK WITH ROBG re Copyright, and likely speakers to articulate the plans
To the Events Committee

3.5 ISOC-AU Policy Position on USO Issues
GEORGE to draft for the Board's consideration
To the Policy Committee
Paul declared an interest in the form of a consultancy to the DBCDE re USO matters

3.6 Organisational Membership / Sponsorship
ALL BOARD MEMBERS are to provide specific suggestions regarding organisations and individuals within them who are good prospects to approach, and to arrange two organisational contacts per Director by September – later amended to March 2012
To the FUMP Committee

3.7 Governance and Authorisations
TONY, NARELLE to provide a background document and//or proposal
Narelle has provided a draft.
To the Governance Task Force

3.8 NBN
GUNELA, GEORGE, HOLLY to tele-conference prior to meeting with NNSW MP
Done, but expanded to consideration of a possible regional forum on the NBN
To the Events Committee

3.9 A Process for reporting on IPv6 uptake in Asia
GUNELA, NARELLE, PAUL to progress
CLOSED

3.10 Paul's Attendance at the Meeting of 11 Dec 2010
HOLLY to amend the web-site copy of the Minutes
PAUL to amend the draft report of Directors' attendance at meetings
DONE AND CLOSED

Signed as a correct and complete record of the above meeting. Narelle Clark, President, ISOC-AU