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2014/04/17 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the Delta Ottawa City Centre, Ottawa on April 17, 2014 at 9:00 a.m.

Directors attending: Kerry Brown, Andrew Escobar, Michael Geist, Bill Gibson, Rowena Liang, Louise Macdonald, Carole Mackaay, Kevin McArthur,Susan Mehinagic, Bill Sandiford, Bill St.Arnaud, Rob Villeneuve

Advisors: John Demco, Byron Holland, Adam Scott

Guests: Albert Chang, Dave Chiswell, David Fowler, Paul Havey, Jacques Latour

Recording Secretary: Lynn Gravel

1. Approval of Agenda

It was resolved that the agenda for the meeting be adopted with a change in the order of items.

(Moved: K. McArthur, seconded: B. Sandiford)

2. Approval of the Draft Minutes of the February 25, 2014 Board of Directors' Meeting

It was resolved that the minutes of the February 25, 2014 Board of Directors’ meeting be approved as presented.

(Moved: L. Macdonald, seconded: B. Gibson, unanimously carried)

3. Chair’s remarks

The Chair did not have any remarks.

4. Financial and Operational Updates

4.1 Report on Statutory Obligations

This report was provided to the Board of Directors as information and tabled at the meeting.

4.2 Management Report

This report was provided as information and tabled at the meeting.

Highlights noted net new registrations for FY14 were approximately 5% higher than in FY13. Renewals remained strong, ending the year at just under 80%. The .CA market share was relatively stable at 30%, trending upwards and remains one of the fastest growing ccTLD in the world. It was also noted that to date there has been no apparent adverse impact on the .CA registrations notwithstanding the emerging new gTLD market.

5. Update from Committees

5.1 Report from the Compensation and Review Committee

The Compensation and Review Committee had not met since its last meeting in February. The committee Chair noted that the committee would be meeting with the CEO regarding his 2014 performance review in the coming days. The report was accepted as made.

5.2 Report from the Finance, Audit, Investment and Risk Management Committee

The Finance, Audit, Investment and Risk Management (FAIR) Committee had not met since its last meeting in February.

5.3 Report from the Governance Committee

The Chair of the Governance Committee reported on matters discussed at its meeting the previous week. The meeting had reviewed the steps and processes being followed to fill the vacancies on the Nomination Committee. The committee will be reviewing the applications received and will make its recommendations to the Board at a meeting to be called for the end of May. Directors will also be asked at this meeting to approve correspondence to the Nomination Committee regarding new Director profiles. Current board members are asked to confirm or update the skills matrix self-assessment which appears in their documents on which this correspondence will be based.

The Board budget, including its different components and the underlying nature of the expenditures had been reviewed. Directors are asked to submit their requests for expense reimbursement within a month of being incurred. As part of the process of monitoring actual versus budgeted expenses, staff will provide a quarterly report specifying actual spending with any short variance analysis in bullet form to the Board Chair.

A. Chang joined the meeting.

The Committee had also reviewed and recommended approval to the modifications made to the revised Directors’ Questionnaire and Declaration re Conflicts of Interest and Financial Associations.

On motion made and duly seconded, it was resolved that the Directors Conflict of Interest Questionnaire and Declaration Form be and it is hereby approved.

(Moved: C. Mackaay, seconded: R Liang, unanimously carried)

The Committee had also reviewed a revised Whistleblower policy for the organization. Highlights noted that the matters to be covered by the policy and the procedure that would be followed. Upon the recommendation of the Governance Committee and on motion made and duly seconded, it was resolved that the Whistleblower policy be and is hereby approved as submitted.

(Moved: C. Mackaay, seconded K. McArthur, unanimously carried)

5.4 Report from the Community Investment Committee

The report from the Community Investment Committee was discussed under item 10. Community Investment Program Applications.

6. Report on the Competition Act

At its last meeting, the Chair of the FAIR Committee reported on the Competition Act exclusion of coverage under the CIRA Directors and Officers/Errors & Omissions insurance policy. To more fully understand the specific implications for CIRA, a legal opinion from outside counsel had been obtained with respect to the application of the Act to the contemplated Managed DNS Service, as well as the application of the Act to CIRA, in general. External counsel was of the opinion that CIRA’s risk under the Act with respect to the offering of the Managed DNS Service was low. CIRA’s own assessment of the potential risk of claims under the Act for non-compliance was overall low. It was noted that the risk is further mitigated through ongoing staff education; Corporate Services involvement; and the ongoing review of CIRA’s current and contemplated business activities.

The Board of Directors accepted the report as provided.

A. Chang withdrew from the meeting.

7. Update on AGM Venues

A report concerning the criteria used in selecting locations for AGM’s was made to the meeting. Highlights noted the rationale for selecting smaller cities, principally to extend the reach of the organization into a broader range of markets. The Board of Directors has previously approved several cities for future AGM’s based on this premise. However, based on the attendance levels at the recent member event in Calgary, it is now believed that moving the AGM into smaller markets is not advisable as it will significantly risk the achievement of quorum. In this context, it was suggested that future AGM’s be primarily rotated between Toronto and Vancouver, with occasional meetings held in Montreal or Ottawa/Gatineau.

It was therefore resolved to rescind the motion passed on October 30, 2012 approving the FY16 AGM location Halifax.

(Moved: B. St.Arnaud, seconded: B. Gibson, opposed: K. Brown, K. McArthur, A. Escobar, motion carried)

Member events will be held in locations selected from the top 12 markets as a vehicle to develop a broader reach in smaller communities.

The report was accepted as made.

D. Fowler and D. Chiswell joined the meeting.

8. Report from the Market Strategy Committee

The Chair of the Market Strategy Committee reported that the Committee had met earlier with staff to discuss ongoing initiatives. These included mandatory Registrant data collection, Registrar activated DNSSEC, credit program for Registrars, Registry lock; and Managed DNS services.

Overall the Committee was satisfied with the progress of the initiatives to date.

9. Update on US Government/ICANN/IANA

The meeting received a report on the recent announcement that the U.S. government would not be renewing IANA’s contract in September 2015. The potential impact on the level of oversight currently provided by IANA on ICANN was explained. ICANN has been asked to facilitate the transition of the oversight function according to four principals by the U.S. government: 1) a multi-stakeholder approach; 2) ensure the security, stability and resilience of the DNS; 3) meet the needs and expectations of IANA services customers and partners; and 4) ensure the maintenance of an open Internet. Further, the ccTLD community, through the ccNSO, will be playing an active role in the oversight transition. The report was accepted as made.

10. Community Investment Program Applications

The Chair of the Community Investment Committee (“CIC”) reported that the response to the Community Investment Program had far exceeded expectations and a wide range of proposals had been received. The committee had reviewed a total of 129 applications and was recommending to the Board the funding of 25 initiatives. Given the significant number of applications, the initial timeline for review was changed to allow Committee members more time to conduct their reviews.

The CIC Chair thanked staff for their support in the past months. He noted that the launch of the program was the culmination of a lot of hard work, dedication and enthusiastic support from CIRA’s staff that has resulted in a positive outcome for Canada’s Internet community.

It was therefore resolved that the Board of Directors approve the full disbursement of $1,072,249.

(Moved: B. Sandiford, seconded: K. McArthur, unanimously carried)

It was further resolved that the Board of Directors approve the 25 submissions as presented.

(Moved: K. McArthur, seconded: K. Brown, unanimously carried)

It was further resolved that the Board of Directors approve honorariums for independent non-Directors of the Committee in the amount of $2K each in addition to their meeting fees and expense reimbursement.

(Moved: M. Geist, seconded: B. St.Arnaud, unanimously carried)

The Committee Chair and the Committee were commended and recognized for their outstanding contribution in achieving the goals of the program and taking CIRA an important step further in its ongoing development.

The successful applicants will be notified. A public announcement and outreach is expected to be launched in mid-May.

11. Update on Office Space

Staff informed the Board of Directors that it was examining its office space needs due to the anticipated staff increase. Market conditions are currently favorable to tenants. CIRA has through, a tenant representative firm, conducted a needs assessment, reviewed market alternatives and solicited proposals from several prospective landlords. An analysis of the proposals is underway and will be presented to the Finance, Audit, Investment and Risk Management Committee at its next meeting. The report was accepted as made.

12. Other Business

An update on ISOC Canada Chapter was provided to the Board. There was also some discussion on the Heartbleed bug and whether CIRA should consider providing financial and/or technical support of various open source software initiatives.

13. Next Meeting

The next meeting of the Board will be held via teleconference on May 30, 2014.

D. Chiswell, D. Fowler, P. Havey and L. Gravel withdrew from the meeting.

14. In-Camera Session

The Board of Directors held an in camera session.

Following the in camera session, L. Gravel rejoined the meeting.

15. Adjournment

There being no further business, on motion by C. Mackaay and seconded by R. Liang, the meeting was concluded at 3:55 p.m.