Kate,
thank you for posting the ISOC-AU 4 Nov 97 submission to
ADNA, as I no longer had a copy and was trying to remember
the details of what it included.

(We changed email systems here at work and our IT folks
succeeded in loosing all my archives for approx Aug 97
to Feb 98.  Actually, they assure me they haven't really
'lost' it, they can 'see' some files on the system, but
have no way of making them accessible to me.  I have given
up hope of ever seeing that info again.  Ah, the joys
of working for big companies.)

But this now gives everyone a good opportunity to review
the ISOC-AU proposal, review the existing ADNA structure,
and evaluate what a better outcome would look like.

My own opinion is that the ISOC-AU proposal has some
good points that should be adopted, but that the proposed
structure is actually far less likely to deliver the main
ISOC-AU objectives than the existing ADNA structure,
imperfect as that may be.

In fact, I think the the ISOC-AU proposal is so inherently
contradictory that it would not be difficult for some people
to conclude that it was either deliberately designed not to
be accepted, or that it was deliberately designed to conceal
a hidden agenda by ISOC-AU.

That is not my opinion; I belive ISOC-AU is genuine in its
objectives.  But it has forced me to the opinion that the proposal
is, as I referred to it a day or so ago 'intellectually shoddy'.

I'm not going to back away from that verdict.  Let me go through it
in detail and highlight where I think its good, and where I think
it has inherent contradictions.

******************************

>I took various arguments back to the ISOC-AU board, and our current
>suggestions are below.  They include:
>[A] - changes to some nomenclature
>[B] - expansion of the Board to include the existing Delegates
>[C] - discussion of the role of committees/advisory panels
>[D] - additions to the Objects to make explicit the public-trust function
>[E] - Articles on the creation of Second Level Domains and Stewards
>[F] - Articles defining requirements that ADNA must impose upon Registrars
>[G] - other alterations to A&M to implement suggestions and changes
>
>.......................................................................
>
>[A] - changes to nomenclature
>- "Registrar": person or body appointed to operationally manage the .au
>  domain or a Second Level Domain within the .au domain.  Previously
>  called "Domain Name Administrator", the change would highlight the
>  separation of the -operational- function called domain name
administration
>  from the the -policy- function of the company Australian Domain Name
>  Administration.
Changing the nomenclature to be consistent with things like the gTLD-MOU
is clearly a good idea.  All the subsequent ADNA documentation I have
produced tries to do this.

>- "Steward": A person or body appointed by ADNA who represents the
>  authority of ADNA over the policy management of the .au domain or a
>  Second Level Domain (SLD) within .au.  (We had discussed these as
>  "Appointed Delegates") -- this term suggests the public-trust
>  function of the role, and differentiates it from the Traditional
>  Delegate of the IANA delegations.  Note that ADNA itself would be the
>  steward for the .au name space, and also for whichever SLDs did not
>  require significant policy establishment.

First issue - this concept of a new level of entity - a 'steward'.  See
my more detailed comments below.

>- "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.  (Traditional Delegates are
>  exempt from all fees.)
>In other words, a Traditional Delegate or Steward oversees policy for a
>domain; a Registrar manages a domain according to policy set by a
>Traditional Delegate or Steward.  At present these roles are somewhat
>blended; the intention is to clarify and separate the two roles.
The first big problem here is that the idea that an individual should
have policy control over an SLD is not good.  I know that's the
way it has worked in the past, and that the internet, and
especially the .au namespace, has been well served by all the
individuals who act as traditional delegates.  But that is
partly a matter of luck, too.

Luck that we never ended up with an individual who for whatever
reason, said 'stuff you, I don't care what anyone else thinks,
I'm going to make all the decisions without input from anyone
else'.

An organisation can be captive to a vested interest.  Its even
easier for one individual to be so.  If you want to include
a 'grandfather clause' that the existing individuals continue
to have a policy role until such time that they decide they
no longer want to contine, well, I'll support that.  I you think
a sub-committee with broad represenation is the way to go, then
even better.

But the option of annointing a new individual to be responsible
for policy for an SLD should be removed.  If you think the debate
about ADNA has been fun and at times just a little bit
acrimonious :), just consider for a minute what it would be
like if one individual were to be newly appointed and given
policy control over part of the .au namespace.

The second big problem is with the concept that the 'steward'
for an SLD sets the policy for that SLD.  But that conflicts
directly with 'Public Trust'.

A sub-committee for an SLD can recommend policy for their SLD,
but the policy must always be approved or disapproved by the
group that represents the interests of the total community.
That is operation for the 'Public Good'.

A sectoral sub-committee is best placed to identify the
preferences of that sector.  But clearly, by definition,
they are biased towards that sector and by definition,
a sectoral sub-committe does not and never can represent
the total public interest.

This is one of two major inherent contradictions - fatal
flaws, really - in this ISOC-AU proposal.
.......................................................................
>[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 a new Steward for the domain,
>or act as the Steward itself.  Stewards are not automatically board
>members, but would chair ADNA Advisory Panels that provide policy
>direction for their SLDs.  (The existing Traditional Delegates may also
>prefer to define future policy via Advisory Panels.)
>Hence the Board is to initially contain the five Traditional Delegates.
>The makeup of the rest of it could follow either of the suggestions below:
Here's fatal flaw number two.  After beating ADNA about the head for
eons about the conflict between policy and operations, you propose to
resolve this by adding more Registrars to the board??????  Increasing
their number to four?

Really?  That separates policy from operations? That's an improvement
on the existing ADNA structure where, like CORE, the ADNA associate
members (Registrars) elect two of their members to the board?

>1) The board would also have six directors elected by the Full
>   Members as representatives of non-profit Internet organisations;
>   two directors elected by Associate Members as representatives of the
>   Registrars; up to two co-optees; and a casting-vote Chair.

Which could give a total of 6 Registrars - 4 Traditional Delegates
who are registrar plus two new Registrars is we get to the stage
of enabling others to operate?  This is separation?

>It is clear that Registrars are already over-represented on the Board
>under this scheme, given that four out of the five Traditional
>Delegates are also Registrars for their domains.  So an alternative
>scheme is to explicitly separate policy and operation by having *no*
>board positions for Registrars (other than those already directors by
>virtue of being Traditional Delegates) -- input from the Registrars
>would derive from something like an Advisory Panel, rather than Board
>representation.
>2) Hence the Board would be composed of five Traditional Delegates,
>   six Full Members, up to two co-optees, and a casting-vote Chair.
>   This would emphasize its purely policy oversight role.
Giving a situation where there is only a doubling of the number
of Registrars on the ADNA board - that is a step towards
separating policy from operations, is it Kate?

You may now start to see my concerns with the thought that went
into this proposal, and how it's whole intent could easily have
been misconstrued.

I think (like POC) that Registrars do have a role on the board.
They bring valuable input, and they have rights, too.  But I fail
to see how increasing their numbers by twice or three times,
depending on whether your option 1 or 2 is supported, is a step
forward.

As the Traditional Delegates are also Registrars, its clearly
impossible to fuss about 'separation of policy and operations'
while suggesting that all the Traditional Delgates be on the
board.  Something has to give.  Either we accept that the board
does not include all the Traditional Delegates, or we stop
worrying about 'separation of policy and operations'.  Has to
do one or the other though.

>In either case, as Traditional Delegates pass their authority onto ADNA
>over time they will leave the Board, and a limited number of Full Members
>could be elected to maintain a broad level of representation, up to
>eight members (say) excluding the Traditional Delegates.
>Proposal (2) is ISOC-AU's preferred position.  It allows for complete
>separation between policy decisions at Board level and operational
>considerations at implementation level, and would prevent potential
>problems, such as the commercial objectives of Registrars outweighing
>the public-good objectives of ADNA.  The model is based on the setup
>of the gTLD groups:
   > POC - Policy Oversight Committee
   > PAB - Policy Advisory Board
   > CORE - Committee of Registrars
>The POC is the source of policy, members are nominated by Internet
>organisations.  The PAB is composed of the entities that signed and
>supported the gTLD-MoU and provide advice to the POC; and the CORE
>is the Registrars themselves.  Registrars do not sit on the POC --
>they can be appointed POC observers, but not members.

I've just re-read the gTLD-MOU, and my reading is that the CORE
members are full members of POC and therefore do get a vote.
But I may have misunderstood - could someone on the list more
knowlegable than I (one of the Aussie members of CORE perhaps)
confirm please whether the two CORE members of POC are voting members?
>Within the ADNA context, Registrars would need to have their own form
>of organisation elected by themselves, with substantial autonomy.
Yes, with or without ADNA, Registrars can form their own organisation.

>[The PAB equivalent: we discussed at the August Board meeting another
>possible category of membership for those groups that wished to be
>involved but not as Full members -- perhaps they could become an
>advisory committee, self-electing, to provide wider "public-good"
>oversight to the whole process.]
>........................................................................
>
>[C] - discussion of the role of committees/advisory panels
>~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
>The August Board meeting proposed that committees/advisory panels (C/AP)
>be used as the sources of advice on policy.
>
>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.
>The difficulties are:
>
>- currently the board is not bound in any way to act in respect of
>  advice from C/AP.
Back to the same misunderstanding about 'Public Trust'.  What you are
recommending is that the board - representing the total community -
is bound to accept all recommendations of a minority.  Sorry, but
its backwards.  One hundred percent backwards.

>- members and Chairs are appointed as the board sees fit.
>- committee powers may be delegated and revoked by the board.
>- Ther is no requirement to appoint current Delegates or future Stewards
>  to appropriate domain C/AP.
>- Open question as to whether there would be a C/AP per domain or
>  per cluster of similar-function domains.
>- major unresolved disagreement exists among ADNA board about the number
>  and type of C/AP appropriate -- "non-profit" is seen as a problem.
>The roles of Delegates/Stewards in driving these groups, their relative
>autonomy, their structures, etc., still need further work beyond the
>scope of the current discussion, but is clearly something the Board
>should work on fairly soon.
>........................................................................
>
>[D] - additions to the Objects to make explicit the 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;
Yes, point D looks good - matches exactly gTLD-MOU.

>........................................................................
>
>[E] - Articles on the creation of Second Level Domains and Stewards
>~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
>
>A Note is required: "Traditional Delegates for SLDs cannot have their
>appointments revoked other than by the Traditional Delegate for .au or
>by IANA."
Which confirms in writing the current situation, except that you need
to cover two conceptual possibilities.

1.  What if IANA and the delegate for .au (whoever or whatever that
may be in the future) disagree?
2.  What you expect to happen some time in the future in the
(hopeful) event that all this stuff gets resolved, ADNA gets support
from all, has been running sucessfully for some time, the current
Traditional Delegate has passed his authority to ADNA, and the above
clause is obsolete?

Its difficult to see a workable option except:

"Traditional Delegates for SLDs cannot have their appointments
revoked other than by the current Delegate for .au."

Then if at some later stage ADNA were to become the delegate for
.au that part of the M and A would still make sense.  But perhaps
you can suggest another option that I can't see right now.

>   "No new Second Level Domains may be created except by resolution of a
>    General Meeting."

Actually, I kinda like this one.  The creation of a new SLD
probably has larger implications than almost any other sort of change,
and it may be appropriate that a general meeting approves it.

This re-inforces my comments about how 'Public Trust' works.
If a sectoral sub-committee recommends something in their
best interest, it won't automatically get approved.  The general
meeting might tell that sector to go soak their head.

>   "If a Second Level Domain is created, the Directors may appoint any
>    person or body to be a Steward for the new domain, having regard
>    to <the next paragraph>."
>
>   "No person or body may be appointed to the position of Steward until
>    that person or body has assented in writing to abide by the provisions
>    of the Articles and the Memorandum of Association of ADNA, and minuted
>    ADNA policy."
>
>    "Unless or until a Steward is appointed for a Second Level Domain,
>    or if the appointment of a Steward is revoked, ADNA itself will
>    act as the Steward for the domain.">>
>
>    "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."

Of course that last sentence both supports my comments on Public Trust,
and 100 percent conflicts with the thrust of comments of the last few
days that it was outrageous of ADNA not to automatically agree to the
demands of one sector, and contradicts completely the earlier statement
in this proposal that:

>The difficulties are:
>
>- currently the board is not bound in any way to act in respect of
>  advice from C/AP.

Hence my comments about the inherent contradictions in the proposal.

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

Which also contradicts the earlier statement that ADNA must be bound to
act on the advice of the Steward/Advisory Panel.  Think about it.  No
point in insisting on the board automatically accepting advice from a
sector if they have the power to sack that sector advisor.

You either have to accept that the higher level has the right not
to automatically approve a proposal that might not be in the broader
interest, or you remove the board's right to remove a sector advisor
in which case what on earth do you do if that sector advisor is
clearly not acting in the public interest?  Problem, eh?

>......................................................................
>
>[F] - Articles defining requirements that ADNA must impose upon Registrars
>~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
>We discussed the need for these at the meeting, and Nicol's advice was
>that they belong in a separate contract for Registrars -- however, we
>still believe 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.
>
>   "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;
I don't see any real dramas here - fine by me.

>    (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;
The difficulty here is wording it clearly enough without getting down to
a level of detail that properly belongs in the Registrar Licence
Conditions,
as Nicol pointed out.  For example, does outsourced include having their
server actually run by another entity?  That level of detail is not really
appropriate for M and A.

>    (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;
This obviously needs to be re-worded.  Depending on interpretation, that
information includes financial details between a User and Registrar, which
is none of ADNAs business.  I think a better solution is to identify
the minimum User information that is necessary to recorded for the actual
process of domain name registration (ie excluding stuff that is Registrar
specific).  That data would be publicly visible on the AUNIC database (or
any equivalent NIC databases - hope I have the terminology right:))

The data would be public, as it is today, but I don't think it can be
'owned' by anyone.

>    (d) sale of or trading in any ADNA Second Level Domain information
must be
>        with the permission of ADNA and must be fully disclosed;
Simpler and more effective I think, to prohibit it completely.  See
the privacy principles included in the Code of Practice in the ADNA
draft Registrar Licence Conditions

>    (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
No, same problems as clause (c) above, same comments apply.

>    (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."
Covered by the Code of Practice included in the Registrar Licence
Conditions.  That is the 'contract' that the Registrar signs.
If you think its worth including something about this in the M and A,
to bind future decisions of ADNA, then copying the general privacy
principles in the COP may be the best way to go.

>    "The appointment of a Registrar shall be made in writing
>    and shall specify at least:
>
>    (a) the name of the person or body to be appointed;
>    (b) the date upon which the appointment takes effect;
>    (c) the date upon which the appointment ends; and
>    (d) the conditions under which the appointment may be terminated prior
>        to the date specified in (c)."
>
>   "The Directors may revoke the appointment of a Registrar
>    only according to the provisions of <previous para>(d)."
Its difficult to see why this level of detail (right down to specifying
what fields appear on another document!) has any place in the M and A.

Perhaps you could clarify what the objective of this is, and a more
efficient solution may appear.

>.......................................................................
>
>[G] - other alterations to M&A to implement suggestions and changes
>~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
>
>NEW DEFINITIONS:
>
>The "Definitions" should be the same in both documents and should have the
>following changes/additions:
>
>- "Second Level Domain": A Domain Name immediately below the .au domain in
>   the Domain Name System hierarchy
>
>- "Traditional Delegate": A person or body who, as at 16th May 1997, had
>   authority over the management of the .au domain or a Second Level
>   Domain within the .au domain.
>
>- "Steward": A person or body appointed by ADNA who represents the
>   authority of ADNA over the policy management of the .au domain or a
>   Second Level Domain within the .au domain.
>
>- "Registrar": person or body appointed by ADNA to operationally manage
>   the .au domain or a Second Level Domain within the .au domain.
>
>.......................................................................
>
>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.
With the exception of the 'Steward' bit ('cause the whole concept of
how the sub-sector is represented, ie, advisory panels, etc, requires
complete re-work) section G looks pretty good.

>CHANGES TO MEMORANDUM:
>
>OBJECTS:
>
>- Add items:
>(*) 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;
Yep, matches the gTLD-MOU.

>- (e) should be "to appoint and remove Stewards and Registrars".
>     Mentioning SLDs is redundant because specified in definitions.
>
>- (f) should be "...Stewards and Registrars...",
>  because ADNA will be creating overarching policy.
>
>- Add item "to act as Steward for Second Level Domains for which no
>  other Steward has been appointed".
Suggest we leave this bit until the issue of Stewards and their role vs
advisory panels is resolved.

>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.
Gee, it does seem an odd clause, doesn't it.  I can only assume it
got there because of the use of some 'boilerplate legal template'
for M and A.  I'm with you on this one.

>.......................................................................
>CHANGES TO ARTICLES:
>
>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.  An appeal and review
>     procedure should be considered.
>
>If Proposal (2), that Board does not have Registrars as members, is
>accepted, then Associate Members' rights change --
>
>3.3.1(b) "has no right to vote at any general meeting."
Suggest we need to resolve the board structure, and then re-visit
the necessary changes.

>Add 4.2.5 - There are no fees for the position of Traditional Delegate.
I'd like to be clear here on what you're proposing.  Are you proposing
that all Traditional Delegates are automatically members of ADNA, at no
fee?  And if that Traditional Delegate is also a Registrar, often the
case, are you suggesting that the one person:

* Is automatically a full member of ADNA as a Trad. Delegate, and
becomes an associate member 'cause they're a registrar, or do they
have to be one or the other, and if so which?

Guidance please.

>5.1.4: Remove the bit about assertions damaging to the standing of ADNA.
>      (Defamatory imputations, yes; robust criticism, no :-)
I agree - defamatory stays in, 'damaging' should go out.  Just what defines
damaging, anyway?

>10. Board
>

I've snipped the proposals for the articles relating to the
board structure, since the question of board structure has still
to be resolved, and then we can get back to this level of detail.
************************

Whew - thats a lot of issues. Okay, so where does that leave us all?

My feeling is that there are two major areas to be
discussed which may relate to three major areas of changes.

1. Major Issue one - Public Trust.
This relates to how sectorial interests are represented,
and how the top level rules or overules them.  The above
proposal that covers both 'Stewards' and 'Advisory Committees'
is very messy.  The problem with having two levels is things
like:

If the advisory committee recommends X, but the Steward
says, 'no, we're going to do Y', what then?

Here's a suggestion:
Ditch the concept of Steward, keep the Advisory Committee.
The Advisory Committee would be charged with providing
policy to the board on their sector.  The board then decides
whether the advice of that sector is or is not in the
public interest.

The existing ADNA M and A does not explicitly address
the issue of sector representation.  The good part about
that is that it enables flexibility.  The bad part about
it is that it enables ignoring of sector representation.

If folks think that addressing sector representation
explicitly in the M and A has to be done, then lets
be prepared for some hard thinking, 'cause there are some
tricky problems to be resolved.

a) How is the Advisory Committee constituted.
b) What exactly is its role
c) Do we formalise the process of it providing
advice to the Board?

We have the same problem in minature that exists now re
representation.  What if some group wants a certain
course of action, the sector Advisory Committee says
no, and the disaffected group runs around saying

"The advisory committee is unrepresentative swill (to
borrow a certain PM's phrase) and ADNA is biased and
there's no procedure for public input and and and and"

Just as long as we're all aware that creating a sector
committee to identify the wishes of that sector can
never be guaranteed to fully satisfy all of the sector
constituents.

Regarding the issue of what happens when the board decides
that a recommendation of one sector is not in the general
public interest, here's a suggestion:

Include a proviso that if the board rejects a recommendation
from one sector, it can be put to the vote at a general meeting
and the board decision can be overuled by a 67 percent vote.
That ensures there's an avenue of appeal to the board's actions.

That suggestion may have obvious drawbacks, too.  I'm thinking
off the top of my head here.

2.  Major Issue Two - Separation of Policy from Operations.
This bit is actually a bit trickier for ADNA than for
gTLD-MOU, because for better or worse, there are more
rules applying to .au SLDs than apply to gTLDs.

The policy role clearly remains with the top-level structure.
Could any of those folks who are asking for further
'separation between policy and operations' please respond
to the list with some details/examples of operational issues
that they think have a problem with the existing structure.
Examples of the problems may make the solution more obvious.

Board Structure & Registrars.
The options in the ISOC-AU proposal increase the number of
Registrars on the board substantially.  I think they are both
unsatisfactory.  Certainly they inherently contradict other parts
of the proposal.

I think the existing Board Structure which matches the POC - CORE
Registrar representation is good.  If someone has a different
opinion, are you objecting to the POC - CORE structure as well?

Have fun thinking through the options and issues raised by all
the above.  I sure have :)

Regards, Mark