2007/02/27 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on February 27, 2007 at 9:30 a.m. Ottawa time.

Directors attending: Annette Cyr, Angie Forte (ex-officio), Clyde Beattie (ex-officio), John Demco, Robert Ford (by telephone), 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: Richard Anderson

Guests: R. Harbottle (CIRA), D. Hicks (CIRA), S. Puderer (CIRA), N. Ritchie (CIRA)

Recording Secretary: Lynn Gravel (CIRA)

1. Approval of Agenda

The Chair proposed that the agenda be amended to include the following items: 1) 4.1 Board of Directors Compensation Policy and Procedures; 2) 8.1.1Report on the Canadian Society of Association Executive’s CEO Symposium; 3) 8.3 2007 Returning Officer’s Remuneration; and 4) Privacy Policy and Threatened Litigation.

(Moved: A. Cyr, seconded: L. Mackan-Roy)

2. Financial and Operational Updates

2.1 President’s Report

The President reported on the activities up to January 31, 2007. New registrations for the period of April 1 to January 31 were at 222,176. Renewals for the period were at 75% with a Net New Growth (NNG) of 19.5%.

Overall staff was busy with the Membership Authentication project and the strategic and operational plan review. A new office mail server has been built and is partially in production. The VoiP system will be implemented in the Spring/Summer 2007. CIRA will also be exhibiting at the Massive Technology Show in Vancouver on March 28, 2007. An invitation was extended to Registrars allowing them to distribute their promotional material within the booth as space permits. Members will also be able to authenticate themselves in person to support the Membership Authentication process.

B. Turcotte noted that staff will be busy with the operational and budget planning, the Membership Drive, the 2007 Annual General Meeting and 2007 Board Elections which will occupy staff for the next several months. Staff will also be attending the ICANN meeting in Lisbon, Portugal, March 26 to 31, 2007.

S. Puderer joined the meeting.

2.2 Review of Q3 2007 Financial Results

S. Puderer reviewed the financial results for the period ending December 31, 2006. Revenue was higher than budgeted for this period due to new registrations and the actual renewal rate was at 78%. Overall expenses are under budget mostly due to some Communications and Marketing initiatives not carried out.

2.3 2007 Year End Projections

S. Puderer reviewed the 2007 projected year-end and noted that revenue is expected to be higher than budgeted due to an increase in new registrations and higher bank interest Overall expenses will be slightly under budget due to staff training and development and various Communications and Marketing initiatives not implemented.

S. Puderer withdrew from the meeting.

2.4 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. The Governance Committee will investigate if additional statutory obligations should be reported as well.

3. Update on Committees

3.1 Technical Oversight Committee

R. Kawchuk reported that the Technical Oversight Committee had met via teleconference on February 8, 2007. The Committee will have more information to report once the operational plan is completed. N. Ritchie will also report on the status of the disaster recovery plan before the next Board of Directors’ meeting. R. Kawchuk distributed to the Technical Oversight Committee, as a reference, a copy of KPMG’s presentation on Business Continuity Plans.

3.2 Nomination Committee

A. Forte reported that Nomination Committee had met via teleconference on February 6, 2007. Members of the Nomination Committee appointed Stuart MacDonald to the position of Chair for another one year term.

As stated in sections 7.1 (b) and 8.1 of the 2007 Policy on Nominations and Elections, the Nomination Committee selected the following two mandatory questions as part of the Nominee’s online application:

1. What specific skills or experiences do you have that make you the best candidate for the CIRA Board?

2. What do you feel are the greatest challenges facing the dot-ca domain in the next three to five years?

The Nomination Committee will be meeting in-person in Ottawa on June 4, 2007 to select the candidates for the final slate.

L. Gravel informed the Board of Directors that as part of the Board Diversity Assessment, the consulting firm Renaud Foster will be contacting each Director to gather information on: demographics of the current Board; individual Director knowledge and expertise; and the areas of strength. Renaud Foster will provide a report to the Nomination Committee for its consideration of Nomination Committee candidates for the upcoming 2007 Board of Directors’ election.

4. Board Compensation

B. Turcotte presented the final results of the Board Compensation consultation held between January 8, 2007 and February 5, 2007. Of the 12,675 members who responded to the survey 70.5% agreed with the proposal demonstrating strong support for the compensation plan; 14.6% did not agree with the proposed compensation plan, and the remaining 14.8% had no opinion on the matter.

A total of 2,768 of respondents opted to include additional comments in their questionnaire. The report grouped these comments into seven themes; from respondents viewing the proposed rates as too high, too low or that no compensation is warranted. Some respondents indicated that the compensation rates proposed were reasonable and a small number complimented CIRA on the survey itself.

It was resolved that the Board of Directors approve the proposed Board of Directors Compensation package.

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

4.1 Board Compensation Policy and Procedure 2007

L. Gravel presented the Policy and Procedure on Board Compensation drafted by the Finance Department to establish an appropriate procedure and control on the administration of Board Compensation. Staff will maintain a list of Director’s position and dates of meetings attended. Directors were therefore requested to complete the Registration for Board Compensation form in order to state their payment option.

J. Demco withdrew from the meeting.

5. UBC Contributions

B. Turcotte updated the Board of Directors on the UBC Transition Agreement and as stated in clause 8 of the Agreement, no less than 50% of the total amount shall be formally identified by UBC as being for special purposes consistent with UBC's academic mission, to be jointly agreed to by CIRA and UBC. UBC had been contacted regarding this component of the agreement and have recently delivered a list of research projects. Also included in the proposal, is a naming opportunity for John Demco as a way of honouring him for his extraordinary contribution to the dot-ca domain name.

It was the consensus of the Board of Directors that all conditions of the agreement were met and staff should proceed with the payment.

It was also resolved that the Board of Directors approve the naming opportunity for J. Demco as proposed by UBC.

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

J. Demco rejoined the meeting.

6. Board Correspondence

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

7. Other Business

7.1 Report on Governance Essentials Program for Directors of Not-for-Profit

D. Rosati reported that she and Lynne Mackan-Roy had attended the Institute of Corporate Directors’ Governance Essentials Program for Directors of Not-for-Profit Organizations in January 2007 in Toronto. The program focused on the fundamental learning in core areas including knowledge of the role of Board members, conceptual thinking and communication, change management principles needed to build an effective Board and governance process and best practices for non-profit governance.

7.1.1 Report on the Canadian Society of Association Executive’s CEO Symposium

R. Kawchuk reported on the CEO Symposium attended by himself and B. Turcotte. The four main topics covered were: 1) the nature of voluntary organizations; 2) the CEO/CSO relationship/partnership; 3) Board relationship/partnership; and 4) Member relationship/partnership. Overall the symposium was particularly relevant with knowledgeable presenters and useful techniques and exercises.

7.2 Board of Directors’ Meeting Structure

The Board of Directors discussed in general the different practices of Board meetings, the timing and presentation of the material and agreed that the agenda and background material for a meeting should be distributed six business days prior to a meeting and the printed material should be couriered overnight.

R. Ford joined the meeting.

7.3 2007 Returning Officer’s Remuneration

It was resolved that the Board of Directors set the 2007 Returning Officer’s remuneration at $155 per hour plus any reasonable/certain out of pocket expenses as pre-approved by CIRA and that his term start March 5, 2007 and end on or before December 31, 2007.

(Moved: C. Goodfellow, seconded: L. Mackan-Roy, unanimously carried)

7.4 Privacy Policy and Threatened Litigation

K. von Arx proposed further amendments to CIRA’s Privacy Policy. At the January 30, 2007 Board of Directors’ meeting, the Board approved a number of amendments necessary to implement the membership authentication project. Since then, some editorial changes to the policy were made and Board approval is required. The highlighted areas of the policy are not and will not come into effect until the WHOIS project is implemented. These final changes in grey will be put forward to the Board of Directors at its April meeting.

It was resolved that the Board of Directors approve the amended Privacy Policy as presented, with the exclusion of the wording highlighted in grey.

(Moved: A. Cyr, seconded: J. Demco, unanimously carried)

K. von Arx also updated the Board of Directors on the current legal issues.

8. Next Meeting

The next meeting of the Board will be held on Monday, March 19, 2007 in Ottawa.

R. Harbottle, D. Hicks, S. Puderer and N. Ritchie joined the meeting.

9. Operational Plan

At its January 30, 2007 meeting, the Board of Directors agreed that staff proceed with the strategic plan as presented with some modifications. B. Turcotte presented a draft operating plan comprised of a generic corporate calendar, quarterly progress reports and key assumptions used in developing the operational plan. Some of the key assumptions used were one million registrations will be reached by the end of 2007, a net new growth of 20% and no price reductions. B. Turcotte reminded the Board of Directors that the current staff is responsible for a number of on-going activities which require significant time commitments and the membership authentication project is currently causing staff to operate at over 100% until the mid-year 2007.

B. Turcotte presented several strategic projects and the overall timelines to complete these projects. The re-design of the Registry project would encompass other projects such as the application re-write, WHOIS, IPv6, real-time DNS and IDN, consequently generating savings when carried out at the same time.

Discussions ensued regarding the resource requirements and expenses for all projects and the associated risks and impacts on the cash and the reserve fund. S. Puderer presented several financial assumptions of revenues based on different growth rates and noted that the operational reserve fund will be less than 12 months if CIRA meets its strategic objectives in the next fiscal year. S. Puderer confirmed that CIRA should be able to meet its strategic objectives without affecting the restricted cash fund or depleting the internal reserve fund. The Board of Directors will be advised and requested to approve any changes to the reserve fund.

R. Ford withdrew from the meeting.

It was the consensus of the Board that staff proceed with an operational budget for approval at the Board of Directors’ meeting scheduled for April 24, 2007. Staff will therefore present the base budget for approval at the March 19, 2007 Board of Directors’ meeting.

L. Gravel, R. Harbottle, D. Hicks, S. Puderer, N. Ritchie, B. Turcotte and K. von Arx withdrew from the meeting.

10. In-Camera Session

The Board of Directors held an in camera session.

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

The Board of Directors requested that staff have a Human Resources plan in place for the operational plan and ensure staff reports back on the activities on a regular basis.

11. Adjournment

There being no further business, on motion by R. Rader and seconded by B. Reid, the meeting was concluded at 2:55 p.m.