2007/01/30 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on January 30, 2007 at 9:30 a.m. Ottawa time.

Directors attending: Richard Anderson, Annette Cyr, Angie Forte (ex-officio), Clyde Beattie (ex-officio), John Demco, Robert Ford, Christopher Goodfellow, Ron Kawchuk, Lynne Mackan-Roy (Vice-Chair), Ross Rader, Bill Reid, Debi Rosati (Chair), Jeff Rybak, Bernard Turcotte (ex-officio), Kim von Arx (Secretary)

Regrets: Robert Ford

Guests: R. Harbottle (CIRA), N. Ritchie (CIRA)

Recording Secretary: Lynn Gravel (CIRA)

1. Approval of Agenda

Resolved that the agenda distributed with the material for the meeting be adopted.
(Moved:  J. Rybak, seconded: L. Mackan-Roy)

2. Financial and Operational Updates

2.1 Report on all Statutory Obligations

B. Turcotte advised Directors that all statutory payment obligations were up to date as presented in the President’s certificate.

3. Board Committees Update

3.1 Governance Committee

J. Demco reported that the Governance Committee held their first meeting in Toronto on January 19, 2007.  The Committee discussed the terms of reference and its mandate.  A short history of the origin of the dot-ca was provided.  The Committee also discussed CIRA’s current structure and the relative advantages and disadvantages of the current membership model.

During a brainstorming exercise the Committee raised the following issues: the role of the Board; staff and Board relationship; Board effectiveness and efficiency; the weight of governance and members/stakeholder involvement. The Committee felt that many of these issues would be resolved once the strategic mission was developed.  It was noted that the Committee’s immediate priorities related to governance would be membership authentication and the strategic planning process.

R. Anderson joined the meeting.

3.2 Audit Committee

R. Anderson reported that the Audit Committee had met on January 17, 2007 to review the timelines for the 2007 audit. This year’s audit is scheduled from May 15 to 17, 2007 and the Committee will meet again in March 2007 to review the process and approve the Auditor’s engagement letter.

3.3 Technical Oversight Committee

R. Kawchuk reported that the Technical Oversight Committee anticipated meeting with staff once the Strategic Plan was approved by the Board of Directors.

4. Membership Authentication

K. von Arx presented the new Policy on Membership requiring the authentication of Registrants who wish to become CIRA members. After April 30, 2007, the membership will only consist of Registrants who have authenticated themselves pursuant to the Policy on Membership. Staff is presently developing a customer friendly and security-enabled authentication procedure which will be launched in March 2007. Therefore, staff is recommending that the current members be given until July 31, 2007 instead of April 30, 2007 to comply with the Policy on Membership before losing their membership.

K. von Arx also noted that the implementation of the Policy on Membership required staff to review all the Policies, Rules and Procedures documents and make changes and additions to the following documents: Policy on Membership, Privacy Policy, Registrar Agreement, Registrant Agreement, General Registration Rules, Manual Change of Administrative Contact, and Special Change of Administrative Contact.

Be it resolved that:

1. The amended Policy on Membership and Privacy Policy as presented be approved; and

2. The date by which members of the Corporation must comply with the requirements of the Policy on Membership or lose their membership will be extended to July 31, 2007.

(Moved: R. Rader, seconded: A. Cyr, unanimously carried)

5. Elections

5.1 Election Rules

K. von Arx reported that staff had reviewed the Returning Officer’s comprehensive report documenting the 2006 Elections of Directors as well as his recommendations for future elections.  As a result, staff made the following changes and additions to the Policy on Nominations and Elections:  allow Nomination Committee Nominees to use the same online application procedure as Members’ Nominees; extend deadlines to give members who have been nominated the time to complete the application process; remove the strict timing deadlines for posting the Q&A Forum questions and answers; thread the Q&A questions and answers; change the 8:00 pm deadlines to 6:00 pm to facilitate monitoring of the elections; send eligible voters a unique voting identifier by snail mail instead of email to minimize voter fraud; hire a project manager for the elections; prepare an instructions manual for the RO; and ask the RO to review and approve the elections software.

Be it resolved that the Board of Directors approve the amended Policy on Nominations and Elections and related schedules.

(Moved: J. Rybak, seconded: L. Mackan-Roy, unanimously carried)

6. Update on WHOIS

K. von Arx updated the Board of Directors on the WHOIS implementation plan noting that staff had finalized the amendments and additions to CIRA’s Policies, Rules and Procedures necessary to implement the WHOIS privacy protections for individual Registrants. The technical implementation of the WHOIS, namely ceasing to display personal information of individual Registrants in the WHOIS, cannot proceed until the technical staff has time to analyze the amount of work required. The analysis will be prepared by March 2007 once the Membership Authentication project and changes to the Election software are completed.

7. Board Correspondence

The Board did not receive any correspondence since its last meeting.

8. Other Business

8.1 Hosting and Management of DNS Secondary

B. Turcotte informed the Board of Directors that a request to host a secondary was received.  After some discussions, it was the consensus of the Board of Directions that CIRA not proceed with this request at the moment and perhaps review their request in the future.

8.2 Report on ICANN Brazil

L. Mackan-Roy reported on the ICANN Brazil meeting held in December 2006. Some of the highlights of the meeting included ICANN’s contingency plan for corporate failure, accountability and transparency; and Internationalized Domain Names (IDN). L. Mackan-Roy noted that these meetings are beneficial to CIRA and the networking with other registries is imperative for CIRA’s continued development.

D. Rosati informed the Board that she would be attending the upcoming ICANN meeting in Lisbon, Portugal along with B. Turcotte and C. Beattie.

8.3 Litigation Update

K. von Arx updated the Directors on the current legal issues.

8.4 Vacation of Office

K. von Arx reminded the Board of Directors that according to Article 3.07 (b) of the By-law No. 1, a Director’s term of office may be terminated if they are absent for three (3) or more of the regular meetings of any financial year of the Corporation.

9. Next Meeting

The next meeting of the Board will be held on Tuesday, February 27, 2007 in Ottawa.>

R. Harbottle and N. Ritchie joined the meeting.

10. Strategic Plan

As directed by the Board of Directors at its November 28, 2006 meeting, staff revised the strategic plan based on the Board’s comments. D. Rosati informed the Board of Directors that the strategic plan put forth demonstrated the transition from the previous strategic plan to where CIRA is now.  As well, staff has set a framework and would like the Board of Directors to come to a consensus so that staff can move forward to an operational plan and budgeting.

B. Turcotte presented the expectations and challenges CIRA faces moving forward and the proposed objectives designed to effectively and efficiently meet these challenges. B. Turcotte noted that in the past two years, CIRA has witnessed significant changes to the North American domain name marketplace. Pay-Per-Click advertising along with Click Farms, have become a dominant driver in the dot-com market; a trend reflected to a lesser extent in the dot-ca domain but it is on the increase and the registration of domain names continues to be strong with demands on DNS infrastructure increasing at an even faster pace. B. Turcotte acknowledged that staff will be reporting to the Board of Directors on a quarterly basis the internal trends and link them to the external trends.

B. Turcotte identified four strategic objectives: 1) Ensure effective stewardship of the dot-ca public resource; 2) Be recognized internationally as the ccTLD registry standard of excellence in the operation of a ccTLD; 3) Be a benchmark for exemplary accountable governance within the Internet community; and 4) Organizational excellence in internal operations.

Discussions ensued regarding the strategic objectives’ criterias and the need to benchmark against other registries. Some concern was raised about customer satisfaction and channel management.  R. Harbottle reassured the Board of Directors that level 2 of the Progressive Excellence Program (PEP) will bring standards which address the customer and/or stakeholder.

B. Turcotte informed the Board of Directors that the vision statement put forward, “CIRA is recognized as the leading registry in the world and the model for other ccTLDs”, resonated with all staff members and it was developed in the effort and drive to be the leading registry.  The Board of Directors agreed to the vision statement and proposed that the vision statement be revised to read “CIRA is recognized as the leading registry in the world, as measured by the satisfaction of our stakeholders and the model for other ccTLDs”.

The Board of Directors held an in camera session. L. Gravel, R. Harbottle, N. Ritchie, B. Turcotte and K. von Arx withdrew from the meeting.

Following the in camera session, L. Gravel, B. Turcotte and K. von Arx rejoined the meeting.

It was the consensus of the Board of Directors to proceed with the proposed strategic plan with the following recommendations:  1) the Business Continuity Plan be in place by March 2010 and the Technical Oversight Committee overseeing the Disaster Recovery Plan; 2) focus on customer satisfaction and user experience; 3) ensure a process to review the strategic plan on an annual basis with quarterly updates; 4) revise the vision statement; and 5) ensure clarity and understanding.

Be it resolved that the Board of Directors approve the proposed strategic plan presented with the recommendations as stated.

(Moved: J. Rybak, seconded: C. Goodfellow, motion carried, abstaining: R. Anderson)

11. Adjournment

There being no further business, on motion by R. Anderson and seconded by R. Rader, the meeting was concluded at 3:50 p.m.