Internet Society of Australia
A Chapter of the Internet Society
ABN 36 076 406 801Minutes of Directors' Meeting, 13 November 2006
The meeting commenced at 5:45 pm EST on 13 November 2006 and took place by way of teleconference in accordance with the Articles of Association of the Society. 1. Welcome 1.1 Attendance: Greg Adamson, Gunela Astbrink, Narelle Clark, Adam Creed, Tony Hill, Kevin Karp, Ross Kelso, Kate Lance, Cheryl Langdon-Orr, Jeremy Malcolm, Andrew McRae, Peter Nissen, Gerry White 1.2 Apologies: None 2. Minutes of Previous Meeting Accepted: moved JM, seconded RK 3. Actions Arising from previous Minutes 3.1 Must keep on pursuing sponsorship - canvas member networks for potential sponsors, check out new areas, not just infrastructure - All Directors - in progress 3.2 Revenue Sub-Committee to follow up Optus sponsorship initiative plus Sensis & Austrade representatives - in progress. 3.3 TH to investigate new member enquiry re contact was via a Designing the Future conference (Duncan MacAuslan ACMA, referred via Paul Brooks) - in progress 3.4 Kate to organise solvency resolution meeting for later in October - done (actually at this meeting). 3.5 CLO to advise outcome of Auditor selection prior to solvency resolution meeting - done Motion 1: The board is to re-examine the auditing function for the forthcoming 2006-7 financial year - Moved GW, Seconder CLO - Carried unanimously Motion 2: The audit function be re-examined at each year's AGM from this year's AGM onwards - Moved GW, Seconder CLO - Carried unanimously (NOTE: Later advice from legal advisor Craig Ng was that Motion 2 is not appropriate for a public company, and an EGM will need to be held sometime next year to sort out the current auditor situation.) 3.6 TH to distribute overview plan for ED transition - in progress 4. New Actions 4.1 Must keep on pursuing sponsorship - canvas member networks for potential sponsors, check out new areas, not just infrastructure - All Directors 4.2 Revenue Sub-Committee to follow up sponsorship initiative with Sensis, Austrade & Optus representatives. 4.3 GA to investigate new member enquiry re contact was via a Designing the Future conference (Duncan MacAuslan ACMA, referred via Paul Brooks), CLO to discuss with Paul tomorrow (14/11/06) 5. Reports (25 min) 5.1 Executive Director's Report - Verbal report presented & accepted. 5.2 Treasurer's Report - Financial reports accepted as circulated via email 5.3 Revenue Sub-committee - Revenue committee - no report presented 5.4 Sponsorship - Sponsorship committee - no report presented. 6. Membership Issues - Discussion held on membership participation in mailing lists (or lack thereof) 7 SIG Reports 7.1 IPv6 SIG - Verbal Report presented by TH. 7.2 S&E (Skills & Expertise) - No report presented. 7.3 Accessibility & Usability - No report presented. 8. Discussion 8.1 Clarification of ED remuneration - Discussion held to reconcile payments for ED to reflect motion (point 8.2) passed at October's meeting 8.2 Recruitment and transition process for new ED. - Discussion on recruiting texts for job vacancy - TH identified two requirements: 1. Annual Salary - possibility of salary cap limited by percentage of subscriptions and to allow a negotiable bonus arrangement for successful raising of sponsorships and memberships 2. Timetable - NC suggested establishing an initial reviewing committee. Initial decision was for applications to be forwarded to all directors for vetting followed up with an interview process. 8.3 AGM: 8.3.1 Election of Directors: It is understood by Directors that expressions of interest for nominations to fill vacant Director positions from the floor may be invited on the day of the AGM. 8.3.2 10th anniversary dinner: Suggestions included prerecorded congratulations from Vint Cerf and other Chapter Delegates. 8.3.3 auditor resolution, director re-elections: See previous items. 8.4 Meetings Attended - Andrew McRae 11-13 Oct AUUG Conference - Ross Kelso 10 Oct ATUG Breakfast - Melbourne 30 Oct CTN SGM & AGM - Sydney 30/31 Oct CTN Council - Sydney - Tony Hill 10 Oct ITOL Consultants Discussion 11 Oct AUUG Conference 06 Nov ITOL Management Committee 09 Nov NICTIA 13 Nov ITOL Management Committee 9 Any Other Business 9.1 Moved: Solvency Resolution: "The directors believe that the company will be able to meet its debts as and when they fall due over the next twelve months." Moved CLO, Seconded GW - carried unanimously. 10. Next meeting The meeting closed at 7:20pm. The next meeting will occur by teleconference at 5:45pm AEST on 11th December, 2006 11. Confirmation Signed as a correct and complete record of the above meeting. Narelle Clark, Vice-President, ISOC-AU