Internet Society of Australia
A Chapter of the Internet Society
ABN 36 076 406 801Minutes of Directors' Meeting, 11 December 2007
The meeting commenced at 5:45 pm AEDST on 11 December 2007 and took place by way of teleconference in accordance with the Articles of Association of the Society. 1. Welcome 1.1 Attendance: Gunela Astbrink, Paul Brooks, Narelle Clark, Tony Hill, Kevin Karp, Ross Kelso, Jerry Leeson, Holly Raiche, Gerry White 1.2 Apologies: Greg Adamson 1.3 Absent: 2. Appointment of three directors to fill vacancies Motion: "Andrew McRae and Cheryl Langdon-Orr are appointed as directors of ISOC-AU and the Board welcomes the further interest of Gordon Frend, Jeremy Malcolm, and Leanne Ramsay" Moved NC, Seconded GA, passed unopposed AMcR and CLO were invited to join the meeting which they then did. 3. Executive Elections President: Tony Hill Nominated KK, and seconded GW, no other nominations - elected unopposed Vice President: Narelle Clark Nominated CLO, seconded PB , no other nominations - elected unopposed Hon Secretary: Kevin Karp Nominated TH, seconded GW, no other nominations - elected unopposed Hon Treas: Cheryl Langdon-Orr Nominated TH, seconded GW, no other nominations - elected unopposed 4. Minutes of Previous Meeting Accepted, Moved RK, Seconded: CLO 5. Actions Arising from previous Minutes 5.1 - HR to circulate brochure for purposes of bringing up to date - Done 5.2 - HR and KK to arrange a meeting with GW - carried over 6. New Actions 6.1 - HR to remind members that their proxies are required for the forthcoming EGM 6.2 - Ensure that iamems-announce list has been updated in preparation for the EGM 6.3 - HR to follow up sponsorship lead passed on from NC 6.4 - All directors to upgrade their personal details for communication to ASIC as part of ISOC-AU corporate records 6.5 - HR to contact Domain Name registrars with a view to inviting them to become Enterprise or Strategic members 6.6 - HR and GA to follow up with ISOC on accessibility information for its new wiki 6.7 - HR to distribute pro-forma of Director's interests 6.8 - HR to convey ISOC-AU's formal recognition of the exceptional level of support that Maddocks have provided to the Society 6.9 - HR to arrange for all relevant ISOC-AU addresses and contact details to be updated on all public documentation (web site, invoices etc) 6.10 - CLO to bring HR up to date with regards to ISOC submission required by Dec 14 6.11 - HR and GA to follow up on potential activity for World Communications Day 17 May 2008 7. Reports 7.1 Executive Director's Report 7.1.1 Acceptance of ED report - Written report accepted as circulated via email. 7.2 Treasurer's Report 7.2.1 Acceptance of Treasurer's report - Agreed that a Profit & Loss and Balance sheet are to be produced on a monthly basis. - Written report accepted as circulated via email 7.3 Revenue Sub-committee - No report presented. 7.4 Sponsorship - No report presented. 7.5 Remuneration Sub-Committee - A meeting was held with the ED as a status review - No report presented. 7.6 Director's Representations - None 8. Membership Issues - None 9 SIG Reports 9.1 IPv6 SIG - Was held and registrations surpassed last year: the event was cash flow positive. - Date for 2008 summit have been set for 10-12 Nov 2008 - Vote of congratulations expressed by NC on behalf of board - MoU was signed between Taiwan Information Centre and ISOC-AU 9.2 S&E (Skills & Expertise) - No report presented. 9.3 Accessibility & Usability - Potential activity for World Communications Day 17 May 2008 - Anne Lord has contacted ISOC-AU regarding sharing of accessibility information via a wiki 10. Discussion 10.1 EGM requirements - Preparations are being made for the EGM. The Treasurer and ED have been advised by email by the auditor (Chris Booker) that the audited accounts will be ready for the proposed EGM date - Teleconference arranged for 5:45pm Wednesday 19/12 to consider the audited accounts and to consider a solvency motion at the time. 10.2 Proforma for issues of interest to Directors - Inventory of director's interests to be created 10.3 Prospective priorities for the ED - HR to nominate prospective priorities as part of the ED monthly report 10.4 Relationship with Maddocks - Motion: "That the Director's move a formal motion of thanks to Maddocks Lawyers for their continued valuable support over many years, and the Board would like to formally recognise that contribution by upgrading their membership level" Moved NC, seconded PB, passed unopposed. 10.5 Discussion on the proposal for a contra deal with Marcus Evans - To be held over to next monthly meeting. 10.6 Meetings Attended CLO 13/11/07 FITT meeting - Sydney 16/11/07 CA CC/BC Meeting - Teleconference 19-21/11/07 IPv6 Summit - Canberra 21-22/11/07 ALAC - Teleconference 22/11/07 CA CC F2F Meeting - Sydney 27/11/07 APRALO Meeting - Teleconference 29/11/07 NICTIA Meeting - Sydney 30/11/07 ALAC ExCo Meeting - Teleconference 03/12/07 ISOC-AU AGM - Sydney 11 Any Other Business 11.1 Change of Registered Address Motion: "that the registered office of the Company be changed from Level 21, 123 Pitt Street Sydney New South Wales to Level 7, 140 William Street Melbourne Victoria and that such change be effective on or within 14 days." Moved CLO, Seconded GA, passed unopposed 11.2 Solvency Motion 11.2.1 It was reported on the requirement for the directors of the Company to pass a solvency resolution under section 347A(1) of the Corporations Act 2001 within 2 months of the Company's review date of 15 November 2007. 11.2.2 Motion: "that, in the opinion of the Directors of the Company, there are reasonable grounds to believe that the Company will be able to pay its debts as and when the become due and payable." - To be held over to next tele-conference 11.3 Processes for Members list - To be held over to next meeting 12. Next meeting The meeting closed at 7:30pm. Tele-conference to be held on Wednesday 19/12 at 5:45pm to be followed by the EGM on 16th January, 2008. 13. Confirmation Signed as a correct and complete record of the above meeting. Tony Hill, President, ISOC-AU