Board Minutes - 10 December 2007

Public Version
Meeting of the .au Domain Administration Board

10 December 2007 - 1.00pm
Maddocks. Level 7, 140 William Street. Melbourne VIC 3000

Chris Disspain, Marty Drill, Julie Hammer, Kim Heitman, Amin Kroll, Cheryl Langdon-Orr, Jo Lim, Bennett Oprysa, Josh Rowe, Tony Staley, Tony Steven and Alex Woerndle

Derek Whitehead (in context to item 6)

John Higgins (Hayes Knight), Paul Szyndler and Jen Watson (DBCDE)


1. Welcome to New Directors
TStaley welcomed AK, TStevens and AW to the board, following their election at the AGM in October.

2. Continuous Disclosure
AK advised that he is managing director of IntaServe Pty Ltd, an auDA accredited registrar, and director of Hostway Corporation, a reseller.

TStevens advised that he is CEO of the Council of Small Business Organisations of Australia (COSBOA).

AW advised that he is managing director of Distribute IT Pty Ltd, an auDA accredited registrar.

3. Confirmation of Minutes
The minutes of the 22 October 2007 meeting were confirmed.

4. Finance Report

The board noted the November accounts.

5. CEO Report

The following issue was noted:

• Registrar accreditation
The board noted that auDA has currently suspended new registrar accreditation applications, due to a backlog. The board also noted some challenges that have arisen recently, with more overseas-based applicants and existing registrars seeking multiple accreditations.

The entire industry model (registry, registrars and resellers) is due to be reviewed by an Advisory Panel in 2008. The board agreed that it would be desirable to wait until the review has been completed (at least, with respect to registrar accreditation) before accepting new applications.

Action: auDA staff to draft Panel Terms of Reference for consideration at the February board meeting.

6. Policy Development

• 2007 Names Policy Panel
DW presented the Panel’s final report. Most recommendations were canvassed in the Panel’s second public consultation, with the exception of the secondary market issue which the Panel did not reach consensus on until its final meeting in October.

DW also provided feedback from the Panel on new elements introduced this year, as requested at the last board meeting:
o payment of expenses for some Panel members – this was supported, and resulted in a higher level of attendance at meetings than with previous Panels
o inclusion of auDA directors on the Panel – some concerns were raised about directors having “two bites at the cherry”, but generally it was considered beneficial
o market research surveys commissioned by auDA – this was considered to be of limited use only, due to the difficulty in framing a meaningful questionnaire.

The board passed the following resolutions (proposed JR, seconded MD):

(1) That the board accept Recommendation 1, that .au should not be opened up the direct registrations at this time.
(2) That the board accept Recommendation 2a, that the .au domain name licence conditions should allow auDA to suspend a domain name without notice at the request of an Australian regulatory or law enforcement agency.
(3) That the board accept Recommendation 2b, that the eligibility criteria for existing 2LDs should remain unchanged, but that auDA should consider re-launching as a “catch-all” 2LD for users who do not fit within the current 2LD taxonomy.
(4) That the board accept Recommendation 2c, that registrars should continue to be required to verify registrant details at the time of registration, by automated check if possible but otherwise by manual check.
(5) That the board accept Recommendation 2d, that the registrant warranty statement should be strengthened in relation to providing true and accurate eligibility details at the time of registration.
(6) That the board accept Recommendation 2e, that registrants should be able to license domain names for 1, 2 and 3 year periods, but that implementation be delayed until the new registry licence commences in 2010.
(7) That the board accept Recommendation 2f, that the close and substantial connection rule should remain unchanged, but the clarification policy relating to domain monetisation should be strengthened to provide additional protection to brand names.
(8) That the board accept Recommendation 3, that the transfers policy be relaxed to allow a registrant to transfer their domain name licence to another eligible entity, for any reason; and that auDA conduct a two year review of the new transfers policy.

The board added the proviso that its acceptance of some recommendations, notably Recommendation 3, is subject to a suitable implementation plan.

The board commended DW for bringing the Panel to consensus on difficult issues, and producing a report that was able to be so readily accepted. The board also acknowledged JL’s work in support of the Panel.

Action: auDA staff to prepare implementation plans for the Panel’s recommendations (where appropriate), for consideration at the February board meeting.

7. auDA Foundation Report

The board noted the report.

8. auCD Report

The board noted the report.

The board continued discussion from the last meeting in relation to the future of auCD. The following points were noted:
• auDA has made a public commitment to use the funds raised from the commercial geographic names ballot to support the release of community geographic names
• the Grant Agreement does not require auCD to become self-funding at the end of the term, it is a performance measure for the overall success of the project
• there are different ways in which auCD might continue after funding from auDA ceases, but even if it does not, the namespace itself will continue.

The board agreed to vary the December 2007 milestone in the Grant Agreement, to reduce the number of domain name licences issued from 100 to 33, to facilitate payment of the final grant instalment to auCD.

The board also requested the auCD board to prepare a new business plan which focuses on how to use the remaining funds to achieve critical mass in the number of registered domain names.

9. Appointment of Independent Director

Following changes to the constitution in 2006, the board has the right to appoint up to 3 independent directors. It was agreed that one of the reasons for appointing a third independent director should be to address any skill shortages on the board. The current composition of the board includes SME registrars with technical and market knowledge, and representatives of non-profits, small business and Internet users.

10. Membership Applications

The members below were approved in the classes indicated:

Aland Holdings Pty Ltd (Supply)
Ricardo da Paz (Demand)
Gordon Frend (Demand)
Dean Shannon (Demand)
Jamie Murphy (Demand)
Bill Hatzicostas (Demand)
Duncan Riley (Demand)

11. Remuneration Committee Report

CD, JL and JHiggins left the room for this item.

The board approved the committee’s report regarding CEO remuneration and performance.

12. Board Correspondence

There was no board correspondence.

13. Other Business

• Reappointment of TStaley as independent director

 Motion (proposed KH, seconded TStevens): That TStaley be appointed as an director for  a further 12 months. Carried.

• Election of Chair and Deputy Chair

 TStaley was elected Chair unopposed.

 KH was elected Deputy Chair unopposed.

 Action: Board committees to be appointed by email before the next meeting.

• ICANN meetings

 JHammer advised that she attended the ICANN meeting in LA and found it very  beneficial in terms of improving her understanding of the issues, and observing the  prominent role that Australia plays, through people like CD and CLO.

 Action: Directors to advise CD if they wish to attend either of the ICANN meetings in  February and November 2008.

14. 2008 Meeting Schedule

Monday 18 February 2008
Monday 21 April 2008 (to be confirmed)
Monday 16 June 2008
Monday 18 August 2008
Monday 20 October 2008 (and AGM)
Monday 15 December 2008

Meetings will start at 11am.

Meetings will be held in Melbourne, except for the October meeting and AGM.