2008/03/18 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on March 18, 2008 at 8:30 a.m. Ottawa time.

Directors attending: Paul Andersen, Richard Anderson, John Demco (ex-officio and Secretary), Heather Dryden (ex-officio), Christopher Goodfellow, Byron Holland (ex-officio), Ron Kawchuk, Lynne Mackan-Roy (Vice-Chair), Ross Rader, Bill Reid, Debi Rosati (Chair), Jeff Rybak, Rick Sutcliffe

Regrets: Annette Cyr, Robert Ford

Guests: Albert Chang (CIRA), Ron Harbottle (CIRA), David Hicks (CIRA), Susan Puderer (CIRA) Norm Ritchie (CIRA), Michael Stewart

Recording Secretary: Lynn Gravel (CIRA)

B. Holland welcomed Michael Stewart, CIRA’s newly appointed General Counsel and Director of Policy Development. M. Stewart’s appointment is effective March 31, 2008.

1. Approval of Agenda

The agenda was amended to change the order of certain items and to include the following items under Other Business: 1) Concentration of Accounts; 2) CIRA Privacy Policy; and 3) Disclosure of Information.

Be it resolved that the agenda be adopted with these amendments.

(Moved: R. Anderson, seconded: P. Andersen)

2. Financial and Operational Updates

2.1 Report on all Statutory Obligations

B. Holland 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.

2.2 Directors and Officers Liability Insurance

D. Rosati reviewed the Directors and Officers liability coverage and premium for the year. Staff looked into a discount for Director Education and although the insurer sees the designation as a benefit, it is not recognized from an underwriting point of view.

2.3 Management Report

B. Holland reported on the registration activities up to February 29, 2008. New registrations for the period of April 1 to February 29, 2008 were at 275,455. Renewals for the period were at 77.2% with a Net New Growth (NNG) of 19.1%.

Staff was primarily occupied with the operational planning and budgeting during this period as well as the WHOIS deployment, office space planning and improvements to existing office systems.

B. Holland noted that staff will be busy with the WHOIS deployment, the Registry rewrite, the office planning and the database restructure.

2.4 Review of Q3 2008 Financial Results

S. Puderer presented the financial results for the period of April 1, 2007 to December 31, 2007. Revenue for this period was 19% higher or 171,168 more registrations when compared to the same period in 2006.

Overall expenses, including projects, increased to $1.82 million for this period compared to $1.40 million for the same period in 2006.

2.5 Projected Year-End

S. Puderer reviewed the 2008 projected year-end and noted that revenue is expected to be close to budget with an expected net new growth of 20%. Overall expenses will be under budget due to several projects being deferred to the next reporting period.

2.6 Corporate Culture

As part of the evolving corporate culture, B. Holland gave an overview of the balanced scorecard approach for measuring the progress that the organization is making towards the achievement of its strategic objectives. B. Holland also introduced a performance management system designed to provide staff with a clear set of objectives and rewards for their performance.

3. Office Space

R. Harbottle provided the Board of Directors with some background information on the office facilities. In April 2007, the Board of Directors approved the Operational Plan for the period of April 2007 to March 2010. The Operational Plan identified the requirement for a significant increase in the number of human resources throughout the first two years of the plan. Given that the organization’s office facilities were fully utilized, it was imperative that the organization expand its facilities.

Staff investigated a range of options over the preceding nine months that met with the list of requirements, including the heat dissipation issue and the existing lease. R. Harbottle presented a business case that summarized four options. Appropriately, staff is recommending the offer to lease office space of approximately 12,000 square feet on the 3rd floor of 350 Sparks Street. The space is adjacent to a balcony and gives CIRA exclusive access to the balcony and the right to install a cooling system. The lease also provides the flexibility to increase or decrease the amount of space occupied and the landlord has agreed to provide a leasehold improvement package.

Directors expressed some concern over the constraint to a downtown location. B. Holland assured the Board of Directors that consideration was given to relocating outside the downtown core and in an attempt to create the right environment for staff, was recommending that the Board of Directors approve the leasing of the office space on the 3rd floor.

Be it resolved that the Board of Directors authorize the Chair of the Board and the President and CEO to execute on behalf of the corporation a Lease Amendment Agreement that would enable CIRA to vacate 350 Sparks Street, Suite 1110 and relocate to 350 Sparks Street, Suite 306.

(Moved: R. Rader, seconded: L. Mackan-Roy, opposed: R. Anderson, abstaining: C. Goodfellow, motion carried)

4. Operational Plan and Budget 2008-2009

At its December 7, 2007, the Board of Directors approved the strategic objectives as well as five critical deliverables for fiscal year 2009.

B. Holland noted that the operational plan presented was very aggressive and in order to achieve the key priorities, the organization will require additional resources, office space and consultants to move us forward. B. Holland presented the key strategic projects and the overall timelines to complete these projects.

Some of the key strategic projects identified and presented to the Board of Directors included external relationship, re-design of the database, strategic marketing framework, policy simplification and a performance based bonus system for employees.

S. Puderer presented the budget summary and noted that the salaries indicated a growth of nine positions and the implementation of a performance management system. Consulting services were also notably higher however this was not a recurring expense.

B. Holland presented the projected cash balance and based on a net new growth of 18%; the organizations will be able to achieve its strategic objectives without affecting the restricted operating fund.

Be it resolved that the Board of Directors approve the 2008-2009 Operational Plan and Budget as presented.

(Moved: B. Reid, seconded: R. Sutcliffe, unanimously carried)

5. Financial Forecasts and Approvals

This report was distributed to the Board of Directors to inform them of the upcoming expenditures in the next quarter.

6. One Million Dot-ca Domain Names

This report was distributed to the Board of Directors for information only.

7. Elections

7.1 Policy on Nominations and Election

At the Board of Directors’ request, staff investigated the posting of questions and answers directly to the Campaign Forum as they are received, with CIRA staff removing offensive posts within 24 hours.

A. Chang reported that in previous years, CIRA staff reviewed all questions and answers before posting them to the Campaign Forum. Since the changes to the Campaign Forum present some risk of liability to CIRA in the event defamatory comments are posted on the Forum, language has been added at Paragraph 4 of the Nominee Application Form to advise nominees of the Campaign Forum and to have them agree not to hold CIRA liable for any posts on the Forum.

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

(Moved: R. Rader, seconded: L. Mackan-Roy, unanimously carried)

7.2 Selection of Returning Officer

Staff recommended to the Board of Directors that both a Returning Officer and an accredited public accounting professional to assist the Returning Officer, as set out in Section 3.05(c) of CIRA’s By-law No. 1, be appointed for the 2008 Election.

Be it resolved that the Board of Directors appoint Eric Lay as the Returning Officer for the 2008 Election and set the 2008 Returning Officer's remuneration at $150 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

Be it further resolved that the Board of Directors appoint Adam Marshall as the accredited public accounting professional to assist the 2008 Returning Officer in carrying out his duties and set the remuneration at $135 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

(Moved: B. Reid, seconded: R. Sutcliffe, unanimously carried)

8. Update on Committees

8.1 Report from the Governance Committee

This item was deferred to the next meeting.

8.2 Report from the Technical Oversight Committee

This item was deferred to the next meeting.

8.3 Report from the Executive Committee

This item was deferred to the next meeting.

8.4 Report from the Audit Committee

R. Anderson informed the Board of Directors that the Audit Committee had met on March 5, 2008 via teleconference to review the Auditor’s engagement letter and the auditing process.

It was therefore resolved that the Board of Directors approve the remuneration paid to the firm of Kriens Larose LLP for serving as auditor of the Canadian Internet Registration Authority until the next annual meeting of CIRA or until its successor is appointed, whichever is earlier, will not exceed $8,800.

(Moved: R. Kawchuk, seconded: P. Andersen, unanimously carried)

9. Board Correspondence

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

10. Other Business

10.1 CIRA Privacy Policy

A. Chang informed the Board of Directors of the additional changes to CIRA’s Privacy Policy reflecting CIRA’s WHOIS implementation. The 31 day no disclosure window for non-individual Registrants has now been deleted and accordingly, information for non-individual Registrants will be immediately displayed unless a Request for Privacy is made. Also, requests for Privacy will be made using online forms, as opposed to paper forms.

Be it resolved that the Board of Directors approve CIRA’s Privacy Policy as presented.

(Moved: R. Rader, seconded: P. Andersen, unanimously carried)

10.2 Planning of Strategic Issues

This item was deferred to the next meeting.

10.3 Concentration of Accounts

This report was distributed to the Board of Directors for information only.

10.4 Disclosure of Information

This item was deferred to the next meeting.

10.5 Registry Systems

This item was deferred to the next meeting.

11. In-Camera Session

The Board of Directors did not hold an in camera session.

12. Adjournment

The meeting was adjourned at 3:30 p.m. and it was agreed to reconvene on March 20, 2008 at 3:00 p.m. via teleconference to make their recommendation on the membership of the Nomination Committee.

Minutes of the Meeting of the CIRA Board of Directors held via teleconference on March 20, 2008 at 3:00 p.m. Ottawa time

Directors attending: Paul Andersen, John Demco (ex-officio and Secretary), Heather Dryden (ex-officio), Byron Holland (ex-officio), Ron Kawchuk, Lynne Mackan-Roy (Vice-Chair), Ross Rader, Bill Reid, Debi Rosati (Chair), Jeff Rybak

Regrets: Richard Anderson, Annette Cyr, Robert Ford, Christopher Goodfellow, Rick Sutcliffe

Guest: Albert Chang (CIRA)

Recording Secretary: Lynn Gravel (CIRA)

1. Composition of the Nomination Committee

L. Gravel informed the Board of Directors that 64 applications had been received for the Nomination Committee membership. To make the Board’s task of selecting the Nomination Committee members more manageable, staff sorted the list by industry, province and salutation.

The Board of Directors reviewed each Board Member’s recommendation and based on the selection criteria as stated in the Policy on Nominations and Elections, the Board of Directors carried the following resolution:

Be it resolved that the Board of Directors appoint the following people to the Nomination Committee:

  • Timothy Denton for a 2 year term;
  • Jim Green for a 2 year term;
  • Robert Guerra for a 2 year term;
  • Stuart MacDonald for a 2 year term; and
  • Omayma Moharram for a 2 year term.

(Moved: P. Andersen, seconded: R. Rader, unanimously carried)

Be it also resolved that, on behalf of the Board and CIRA Members, the Chair convey CIRA's thanks and appreciation to the departing members of the Nomination Committee for their time and volunteer effort dedicated to the Nomination Committee.

(Moved: P. Andersen, seconded: B. Reid)

B. Holland withdrew from the meeting.

2. Next Meeting

The next meeting of the Board will be held on June 3, 2008.

3. Adjournment

There being no further business, on motion by P. Andersen and seconded by L. Mackan-Roy, the meeting was adjourned at 3:45 p.m.