Minutes of Directors' Meeting, 11 October 2011

    By Teleconference in accordance with the Articles of Association of the
    Society.  The meeting commenced at 17:45. 

1. Attendance
   Present: Gunela Astbrink, Paul Brooks (Treasurer), Narelle Clark
   (Vice-President), Roger Clarke, George Fong, Rob Forsyth, Robert Gregory,
   Cheryl Langdon-Orr (Secretary), Andrew McRae, Holly Raiche (ED), Skeeve
   Stevens.

   Apologies: Tony Hill (President), Jerry Leeson.


2.  Minutes of Previous Meeting
    The Board adopted the Minutes of the Meeting of 9 Aug 2011.
    Moved: Roger  Seconded: Rob F.
    The Board amended the Minutes of the Meeting of 11 Dec 2010, by
    adding Paul Brooks to the list of the Board members who were present,
    requested the ED to update the web-site copy, and requested Paul to
    amend the draft report of Directors' attendance at meetings.


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


4.  Reports

4.1 Executive Committee Report, and Remuneration Sub-Committee
    The Committee reported verbally that, following further negotiations,
    ISOC-AU and the ED had agreed to bring forward the date of completion
    of the ED's contract from January 2012 to October 2011.
    In order to manage with the reduced funding that is available
    post-GFC, the Board is to let short-term contracts for specific
    work-items, with effect from November 2011.

4.2 Executive Director's Report
    The Board accepted the Report.  
    The Board noted that ISOC-AU is currently represented on the
    regional leadership of the ICANN Asia Pacific Regional At-Large
    Organisation (APRALO) through Holly as Vice-Chair of APRALO
    (appointed 19 May 2011 through 30 June 2011 (finishing Charles
    Mok's term, and official term of 01 July 2011 through 30 June 2013
    see https://community.icann.org/display/APRALO/Regional+Leaders).
    The Board also noted that at the upcoming 42nd ICANN Public
    Meeting in Dakar, Senegal - see http://dakar42.icann.org/,
    ISOC-AU's Secretary, Vice-President and ED will be present. The
    Board further noted that the ED's absence 21-29 Oct 2011 would be
    as an APRALO representative, not as an ISOC-AU representative.

    The Board noted that this would be the last meeting at which Holly
    would be in the ED role.  A vote of thanks for her work over an extended
    period was carried with enthusiasm.
    Moved: George  Seconded: Rob F

4.3 Treasurer's Report
    The Board accepted the Report.

4.4 Revenue Sub-committee (PB, RF, CLO)
    Nil Report.

4.5 Sponsorship Sub-committee
    Nil Report.

4.6 Membership Sub-committee (RF, SS, CLO, JL)
    Nil Report.

4.8 Director's Representations
    Skeeve spoke on Social Media in ThePhilippines, Korea (APNIC) and
    Vietnam (BeerAndPeer).
    RobF spoke on security issues  around Asia and participated at the
    Crime Stoppers, identified in his ISOC-AU capacity.

5.  Membership Issues
    Membership renewals are still coming in.

6.  SIGs Report

6.1 IPv6 SIG
	Nil Report.  The IPv6 Summit is on next week.

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

6.3 Accessibility & Usability
	Gunela has been asked by ISOC to write a paper on Accessibility Issues.

7.  Discussions With Notice

7.1 AGM Preparation (Cheryl)
    o Financial Statements
      The draft from Paul was reviewed, and the Board noted that a
      revised version would be finalised and circulated.

    o Directors' Statement
      The draft from Paul was reviewed, and the Board noted that a
      revised version would be finalised and circulated.
      The Board noted that further text would be drafted by Paul,
      comprising brief explanatory wording for members, which would
      be circulated for Board approval.

    o ED's Report
      The Board noted that the ED's Report is ready to be submitted to
      members.

    o Nomination Formalities
      The Board noted that a difficulty may exist in that more than one
      candidate may have been nominated by the same person.  The Board
      further noted that this will be clarified prior to the Meeting,
      and the Board informed of the outcome.

7.2 Strategy Day Outcomes (Narelle, Cheryl)
    Deferred.

7.3 ISOC-AU Structure (Roger)
    Deferred.

8.  Other Business

8.1 'Service Provider Liaison' project (Skeeve)
    Deferred.

8.2 Events / Forum
    Deferred.

8.3 Review of Articles and By-Laws (Cheryl)
    The Board noted that statutory reporting requirements are no longer as
    onerous as they were, but the Articles impose a requirement equivalent
    to the original legal position.  It may be appropriate to presage
    to the members at the AGM that we change the Articles in 2012 to
    remove the now-excessive reporting requirement.  Other aspects of
    this matter were deferred.

8.4 Review of Committee Structure and Delegations
    Deferred.

9.  Next Meetings
    Wed 19 Oct, 8am, AGM in Melbourne at IPv6 Summit, but with teleconference as well
    Tue 8 Nov 2011, 5:45pm
    Tue 13 Dec 2011, 5:45pm

    The meeting concluded at 19:20

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


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.  Ongoing.

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

3.3  Proposal re Internship 
     ROBG, CHERYL, JERRY to present a business case and financial support plan.
     Closed, not currently feasible

3.4  Flexibility on Membership Rates
     HOLLY to organize a meeting of Membership Committee to include
     consideration of this. Ongoing, possibly to be included in the
     broader review of the Articles and By-Laws.

3.5  Forum Series
     EXEC CTEE, HOLLY to work with ROBG re Copyright, and likely speakers
     to articulate the plans.  (The Launch event was postponed due to
     low acceptances in a busy week).  Ongoing.

3.6  ISOC-AU Policy Position on USO Issues 
     GEORGE to draft for the Board's consideration. Ongoing, progress made.

3.7  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 - now amended to March 2012. Ongoing.

3.8  Governance and Authorisations
     TONY, NARELLE to provide a background document and/or proposal.  Ongoing. 

3.9  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.
     Ongoing.

3.10 A Process for reporting on IPv6 uptake in Asia
     GUNELA, NARELLE, PAUL to progress
     Ongoing (APNIC and some IPv6 allocation databases exist)

3.11 Availabilities for the Board Strategy Day in the weeks of 12 and 19 Sep
     HOLLY to seek, using http://www.doodle.com/.  Done, closed. 

3.12 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.  New.

3.13 Documents for the AGM
     PAUL to revise and circulate the Financial Statements.
     PAUL to revise and circulate the Directors' Statement.
     PAUL to draft and circulate further text, comprising brief explanatory wording 
     for members. New.

3.14 Nominations the AGM
     CHERYL to clarify with Rob G, and others as necessary, whether the
     nomination by one person of both themselves and another is consistent with
     the Articles.  New.