Luke Carruthers wrote:
> I've heard this one too many times now.  ADNA did not stop talking to
> ISOC-AU.  I was talking to Geoff Huston in January.  Peter Gerrand was
> talking to Kate Lance subsequent to this.  At no time has even three months
> passed between talks, let alone five months.  

This is obfuscation, Luke, "talking" is not "discussion".

The last document I prepared was late November '97.  I agreed to a
meeting in the third week of December to discuss further -- and heard
nothing more.

*  You phoned Geoff and myself in late January.  The M&A was not discussed.

*  I had some informal email with PG in February.  This did not involve 
   work on the M&A.

*  The ISOC-AU board sent ADNA a formal request on February 12 to continue
   discussion on the M&A.  This was never answered.  
 
In other words, you *stopped* *discussion* with ISOC-AU about changes to 
the M&A in November 1997, over four months ago.  

> It is true that these conversations
> with ISOC-AU often did little to advance any negotiations, but it must be
> said that part of the reason for this was that the various bodies that make
> up ADNA did not feel that ISOC-AU was willing to participate in a process
> of "majority rule", and that they were unwilling to accept it when most
> others felt differently to them.  

I have been asked to send the third version of our submission to the
list, and I will append it below.  Careful readers may notice for
themselves just how many points ISOC-AU and ADNA were in *agreement*
on, and on how many points ISOC-AU suggested further discussion and
amendments.  I think this shows for itself that ISOC-AU were being as
flexible as possible in trying to advance negotiations.

Your point about 'the various bodies that make up ADNA did not feel
that ISOC-AU was willing to participate in a process of "majority
rule"' is extrordinary.  I don't understand it.  Would you explain
further?

Incidently, perhaps you should explain to Mark Hughes that you and
PG were in agreement (then) that the existing delegates should join
the ADNA board.  And that this document was circulated to him and the
other board members by PG on December 4th, requesting their comments.

Kate Lance


Third Submission, 25 Nov 1997 
........................................................................  

These are the notes from the meeting yesterday with Peter and Luke (via
teleconference).  I have tried to reduce the quantity of verbiage so you 
might need to go back to the previous version for more context.  The DISCUSS
points must be worked out in email as soon as possible, we need to get
this to the point of voting by the next ADNA meeting on January 28th 1998.

Major points: composition of Board.
Minor points: meaning of Steward; advisory panels; obligations on
Registrars; membership refusals.

Kate Lance, for ISOC-AU Directors
 
........................................................................  

AGREED: means there is *provisional* agreement between the representatives 
of the boards of ADNA and ISOC-AU.

DISCUSS: the point has been amended and further discussion by either 
or both boards is necessary to reach agreement.
 
........................................................................  


[A] - changes to nomenclature
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
AGREED:
- "Registrar": person or body appointed to operationally manage the .au
  domain or a Second Level Domain within the .au domain.  

DISCUSS:
- "Steward": An entity, either ADNA itself or appointed by ADNA, who 
  represents the authority of ADNA over the policy management of the 
  .au domain or of a Second Level Domain (SLD) within .au.  
  [ADNA would be the steward for the .au name space, and for new 2LDs
  unless they required significant external policy establishment, e.g.
  trademarks.]

AGREED:
- "Traditional Delegate": A person or body who, as at 16th May 1997 (ADNA
  incorporation) had authority over the management of the .au domain or a 
  Second Level Domain within the .au domain.  

........................................................................  

[B] - expansion of the Board to include the existing Delegates
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Currently there are five Traditional Delegates: Robert Elz, Geoff
Huston, Hugh Irvine, Michael Malone and Peter Gerrand.  ISOC-AU
proposes that they automatically have positions on the board by virtue
of their roles as Traditional Delegates.  As Traditional Delegates
relinquish authority for .au and the SLDs to ADNA over time, ADNA may
either appoint itself Steward for the domain, or in appropriate
circumstances appoint a Steward.

AGREED:
The Board is to initially contain the five Traditional Delegates.  
There is agreement that there would also be six Full member directors
(representatives of Internet organisations) and an independent Chair
(non-voting except for tie-breaking).

DISCUSS:
Disagreement arises from the current provision in the Articles for an
additional two Associate member directors (Registrars).  ISOC-AU
previously suggested that these positions be removed or become
non-voting in order to separate policy and operations, to ensure that
operational biases cannot over-ride independent policy.

ADNA has argued that these positions offer representation and buy-in
from Registrars as they are not eligible for Full member positions, and
that this would fit a wider-constituency industry self-regulatory body
model.  However, this might mean that undue influence on the Board
could arise from having Registrar directors and Traditional Delegates
who are associated with the same business interests.

ADNA suggested that to deal with this possibility that the articles be
changed so that no Associate member, Full Member or Traditional
Delegate could be directly represented on the Board more than once.
(Indirect representation occurs with organisations such as ISOC-AU, 
WAIA, etc, but not direct representation.)

*** Further expansion of the scope and wording of this idea is necessary.

........................................................................  

[C] - discussion of the role of committees/advisory panels
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
ISOC-AU proposed:
If C/AP are to be appropriate vehicles of policy for the different and
individual requirements of SLDs and their interested parties who do not
necessarily fall into any of the Member categories (such as the AVCC),
then some form of compulsion upon the Board to accept their proposals
(without the compulsion being so powerful that it abrogates the
Board's overall policy role) needs to be defined.

ADNA argued that the board would be very *likely* to accept C/AP advice
as that is the reason for having them.  

DISCUSS
It was suggested that if advice was for some reason not accepted by the
board that this should be regarded as an exceptional situation and be
formally discussed more widely, put into writing...?

*** Further expansion of the scope and wording of this idea is necessary.

(The structure and organisation of C/AP is something that ADNA should
sort out, it's outside of what ISOC-AU is concerned about at the moment.)

........................................................................  

[D] - additions to the Objects to make explicit the public-trust function 
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

AGREED (subject to legal interpretation of "public-trust function"):

Add to Objects:
(*) The .au and Second Level Domain name space is a public resource and
    is subject to the public trust; 

(*) any administration, use, and/or evolution of the name space is a 
    public policy issue and should be carried out in the interests and 
    service of the public;

........................................................................  
  
[E] - Articles on the creation of Second Level Domains and Stewards
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

AGREED:
A Note is required: "Traditional Delegates for SLDs cannot have their 
appointments revoked other than by the Traditional Delegate for .au or 
by IANA."
 
   "No new Second Level Domains may be created except by resolution of a
    General Meeting."

   "No entity may be appointed to the position of Steward until that entity 
    has assented in writing to abide by the provisions of the Articles and 
    the Memorandum of Association of ADNA, and minuted ADNA policy."

   "The Directors may revoke the appointment of a Steward by resolution."

DISCUSS:
    "ADNA itself will normally act as Steward for new Second Level Domains,
    except in circumstances where the authority for the domain is under
    other control (e.g. trademarks) in which case the Directors may
    appoint the appropriate entity to be the Steward for the new domain. "
(this needs rewording)

    "Stewards will be responsible for establishing policy recommendations
    for their Second Level Domain through consultative processes with 
    the groups and end-users most affected by that policy, however, final
    responsibility for policy rests with ADNA." 

.......................................................................

[F] - Articles defining requirements that ADNA must impose upon Registrars
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 
ADNA think these belong in a separate contract for Registrars -- however, 
ISOC-AU believes that the *Directors* must be bound by the A&M to demand
such conditions of Registrars, so A&M requirements on the Directors are
still necessary.

DISCUSS:  (If the below items are too wordy, then ADNA, please trim them
to the desired minimum.)

   "The Directors may appoint any person or body to act as a Registrar
    provided only that no person or body shall be appointed a Registrar 
    until that person or body has agreed in writing that:

    (a) the person or body will abide by any policy, guideline or ruling made
        by ADNA which pertains to the administration of the Second Level
        Domain which they are being appointed to administer;

    (b) the administration of the Second Level Domain shall not be delegated,
        outsourced or in any way transferred to another party without the
        consent of the ADNA Board;

    (c) all Domain Name System information, however obtained and wherever
        stored, relating to the Second Level Domain remains at all times the
        property of ADNA;
     
    (d) sale of or trading in any ADNA Second Level Domain information must be
        with the permission of ADNA and must be fully disclosed;

    (e) all ancillary or additional information, however obtained and
        wherever stored, required for the day-to-day operation of the Second
        Level Domain remains at all times the property of ADNA; and

    (f) the person or body will take all practical and appropriate steps to
        ensure the safety, integrity and confidentiality of all data to which
        the above paragraphs apply."

.......................................................................

[G] - other alterations to M&A to implement suggestions and changes
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

AGREED (some changes to "Steward" as in [A]).
  The "Definitions" should be the same in both documents and should have the
  following changes/additions:
  (...)

ADNA TO DO:
The .au domain throughout the documents has been written as "au."
and not ".au": apparently this was by design, so an explanation
would be useful.


CHANGES TO MEMORANDUM:

AGREED:
Objects:
- Add items: (see [D] and minor changes to fix nomenclature)

AGREED:
  Remove 4.3: There are no other strictures against other activities that
  might be "imposed upon" the members of an organisation, so specifying
  trade unions only is not appropriate.

.......................................................................


CHANGES TO ARTICLES:

DISCUSS:
2.8: Membership may be refused only to persons of bodies not meeting the
     appropriate qualification for membership. The applicant must be informed
     of the reasons why the membership was refused.  

AGREED:
Add 4.2.5 - There are no fees for the position of Traditional Delegate.

AGREED:
5.1.4: Remove "or assertions damaging to the standing of ADNA".


10. Board

AGREED depending on resolution of [B].
10.3: Constitution of Board should go along these lines:
10.3.3: Include Traditional Delegates in this para also.


10.5: Nomination for Election

AGREED  -- will need rewording depending on resolution of [B].
Add 10.5.1: "A person who would be appointed a Director by virtue of 
            being a Traditional Delegate may not be nominated for election."

AGREED:
(...the office of Director becomes vacant:)
Add 10.9.2(c): "if the Director is a Director by virtue of being a 
               Traditional Delegate, and that Director ceases 
               to be a Traditional Delegate."

Add 10.9.3: "A person who is a Director by virtue of being a Traditional 
             Delegate may not be removed from office except in accordance 
             with paragraph 10.9.2(a) or (c)"  [That's resignation or no 
             longer being a Traditional Delegate]

........................................................................