Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on October 12, 2007 at 8:30 a.m. Ottawa time.
Directors attending: Paul Andersen, Richard Anderson, Annette Cyr, John Demco (ex-officio), Robert Ford, Bill Graham (ex-officio), Christopher Goodfellow, Ron Kawchuk, Lynne Mackan-Roy, Ross Rader, Bill Reid, Debi Rosati (Chair), Jeff Rybak, Rick Sutcliffe
Guests: Heather Dryden (Industry Canada), Jacob Glick (Secretary), Ron Harbottle (CIRA), David Hicks (CIRA), Norm Ritchie (CIRA)
Recording Secretary: Lynn Gravel (CIRA)
1. Welcome to New Directors
On behalf of the Board, the Chair welcomed the newly elected Board Directors – R. Sutcliffe and P. Andersen. The Board of Directors also congratulated J. Glick on his permanent appointment as General Counsel and Director of Policy Development with CIRA. He had been acting in that capacity on an interim basis since K. von Arx’s departure in June 2007.
2. Approval of Agenda
The agenda was amended to include the following items under Other Business: 1) Carbon Offset Program and 2) Policy Governance.
Be it resolved that the agenda be adopted with these amendments.
(Moved: P. Andersen, seconded: R. Kawchuk)
3. Approval of the Draft Minutes of the September 6, 2007 Board of Directors’ Meeting
Be it resolved that the minutes of the September 6, 2007 Board of Directors’ Meeting be approved as distributed.
(Moved: R. Rader, seconded: R. Kawchuk, abstaining: P. Andersen, R. Sutcliffe, motion carried)
4. Update on Committees
4.1 Report from the Governance Committee
R. Ford informed the Board that the Governance Committee had met on September 26, 2007 and the minutes would be circulated soon. Overall the Committee agreed to initiate a By- Law review in the next year. The Committee will also be reviewing the terms of reference of the various Committees to introduce a self evaluation and distribution of agendas and minutes.
The Committee also proposed that staff manage the ongoing relationship with ICANN and going forward, Director participation in ICANN functions is subject to approval by the Board of Directors.
A. Cyr will work with staff to implement a Board Effectiveness survey based on the sample questionnaire distributed to the Board and report back on the results at the next meeting.
4.2 Report from the Technical Oversight Committee
R. Kawchuk reported that the Committee had not met since its last meeting and a Chair would be appointed once the Committee members have been appointed by the Board.
N. Ritchie withdrew from the meeting.
4.3 Report from the Executive Committee
D. Rosati updated the Board of Directors on the CEO search. The Executive Committee will be meeting again today following this meeting to review the short list of candidates. Interviews are scheduled for next week and the Committee is expected to make a recommendation to the Board of Directors at the end of October.
N. Ritchie rejoined the meeting.
5. Appointment of Officer (Vice-Chair)
Be it resolved that the Board of Directors appoints Lynne Mackan-Roy to the position of Vice-Chair of CIRA to hold office for a period of one year or until the next Board meeting after the expiry of such one year period and until the successor is appointed, whichever is later or until earlier resignation or removal.
(Moved: C. Goodfellow, seconded: R. Sutcliffe, unanimously carried)
6. Appointment of Audit Committee
1. Be it resolved that the Board of Directors approve the Terms of Reference for the 2007-2008 Audit Committee as attached in Annex A.
(Moved: P. Andersen, seconded: R. Kawchuk, unanimously carried)
2. Be it resolved that the following individuals are hereby appointed as a member of the Audit Committee to hold office pursuant to the Audit Committee Terms of Reference: R. Anderson, A. Cyr, C. Goodfellow, R. Kawchuk and Debi Rosati.
(Moved: P. Andersen, seconded: J. Rybak, unanimously carried)
3. Be it resolved that R. Anderson be appointed as Chair of the Audit Committee.
(Moved: A. Cyr, seconded: R. Kawchuk, abstaining: R. Anderson, motion carried)
7. Appointment of Governance Committee
1. Be it resolved that the Board of Directors approve the Terms of Reference for the 2007- 2008 Governance Committee as attached in Annex B.
(Moved: R. Kawchuk, seconded: J. Rybak, unanimously carried)
2. Be it resolved that the following individuals are hereby appointed as a member of the Governance Committee to hold office pursuant to the Governance Committee Terms of Reference: P. Andersen, R. Anderson, A. Cyr, J. Demco, R. Ford, R. Kawchuk, R. Rader and J. Rybak.
(Moved: R. Rader, seconded: R. Sutcliffe, unanimously carried)
3. Be it resolved that R. Ford be appointed as Chair of the Governance Committee.
(Moved: R. Anderson, seconded: R. Kawchuk, unanimously carried)
8. Appointment of Technical Oversight Committee
1. Be it resolved that the Board of Directors approve the Terms of Reference for the 2007- 2008 Technical Oversight Committee as attached in Annex C.
(Moved: P. Andersen, seconded: C. Goodfellow, unanimously carried)
2. Be it resolved that the following individuals are hereby appointed as a member of the Technical Oversight Committee to hold office pursuant to the Technical Oversight Committee Terms of Reference: P. Andersen, R. Kawchuk, L. Mackan-Roy, R. Rader and B. Reid.
(Moved: J. Rybak, seconded: R. Rader, unanimously carried)
The meeting recessed and the Technical Oversight Committee held a meeting to appoint the Chair to the Committee.
The meeting reconvened and the Technical Oversight Committee informed the Board of Directors that R. Rader was appointed as Chair to the Technical Oversight Committee.
9. Appointment of Executive Committee
Be it resolved that the Board of Directors approve the Terms of Reference for the 2007-2008 Executive Committee attached a Annex D.
(Moved: P. Andersen, seconded: C. Goodfellow, unanimously carried)
10. Financial and Operational Updates
10.1 Bank Signing Authorization
There being no change in the authorized representatives to effect banking transaction on CIRA’s behalf, the banking resolution was not required.
10.2 Report on all Statutory Obligations
R. Harbottle reported that all statutory payment obligations were up to date as presented in the certificate and staff also accounted for all cash and investments on hand. Discussions ensued regarding the cash on hand, the reserve fund and the price of the dot- ca registration. It was the consensus of the Board that the price of registration was a larger strategic issue that might be more appropriately raised as part of the strategic planning process. As part of that, staff will report on the trends in the most recent years and comparables to other registration fees.
D. Hicks joined the meeting.
10.3 Capital Forecast
The capital forecast was distributed to the Board of Directors for information only.
11. Corporate Calendar for 2007-2008
The Board of Directors reviewed the schedule of Board meetings as well as the proposed date for the strategic planning review. Discussions ensued regarding the number of meetings during the year and the Board directed staff to review the calendar with an eye to possibly reducing the number of meetings. Staff will report back at the next meeting with a revised calendar.
12. Management Report
D. Hicks reported on the 2007 Board of Directors election. The election software worked very well. Changes to the membership from non-authenticated to authenticated halfway through the election caused some confusion to members. Staff will present a full set of recommendations once the Returning Officer’s report is available.
D. Hicks provided the Board of Directors with an overview of the 2007 Annual General meeting held in Toronto on September 6, 2007. Staff proposed some preliminary recommendations; including eliminating the webcasting, noting very little interest, and the onsite election voting which was used sparsely. Staff will report back at the next meeting with a recommendation on a date and venue for the 2008 Annual General Meeting.
D. Hicks updated the Board of Directors on the status of the member portal. Initially, the member portal was developed as an addition to the membership authentication process and its purpose was to provide a distinct location for Member login to prevent confusion with Registrant login. Staff will re-examine the portal and develop a full plan, deliverables and timelines and report back to the Board of Directors at a later date.
R. Harbottle reviewed the organization’s current staffing position and noted that staff will be busy filling the vacancies.
13. Membership Authentication Project – Final Report
J. Glick provided a final report on the Member Authentication project. This included some background information on the project and basic operational statistics. As of September 25, 2007, over 15,000 members were authenticated. The cost of the project was over budget by 20%, partially due to the purchase of USB keys which was necessitated by the significantly higher than anticipated demand.
Overall, the project itself was a success, given the high number of members who authenticated. However, the Board of Directors expressed concerns about not only the financial cost of the project but the opportunity cost of the project. Significant staff attention was devoted to this project for the better part of the year. This meant that many other priorities took a back seat in terms of their advancement. The Board of Directors agreed that before mandating substantial projects in the future that the Board would be more attentive to the business case for the particular project relative to other priorities.
14. Strategic Plan Review
The Board of Directors directed staff to review the existing Strategic Plan in light of the current priorities and collaborate with the Board of Directors at the December strategic planning session. It was agreed that a comprehensive review of the Strategic Plan will be carried out once the new President and CEO is appointed.
A Board member noted that Board discussions were often highly operational which is not good governance practice. In this member’s view, the Board should focus on strategic and big picture policy issues and stop meddling in day-to-day affairs. He noted that if CIRA had more strategic policy governance, that that there would not need to be as many meetings.
J. Demco and R. Ford withdrew from the meeting.
15. Other Business
15.1 Carbon Offset Program
B. Reid raised the issue of Air Canada’s carbon offset program and inquired if CIRA was agreeable in supporting such a program. The Board discussed the matter and deferred making any decision.
15.2 Policy Governance
R. Sutcliffe was satisfied that most of his concerns were answered throughout the meeting and no further discussions were required.
16. Board Correspondence
The Board did not receive any correspondence since its last meeting.
17. Next Meeting
The next meeting of the Board will be held on December 4 or 11, 2007.
18. In-Camera Session
The Board of Directors held an in camera session.
Following the in camera session, L. Gravel and R. Harbottle rejoined the meeting.
There being no further business, on motion by R. Anderson and seconded by P. Andersen, the meeting was concluded at 1:55 p.m.