2008/05/26 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on May 26, 2008 at 4:00 p.m. Ottawa time.

Directors attending: Paul Andersen, Annette Cyr (by telephone), Heather Dryden (ex-officio), Christopher Goodfellow (by telephone), Byron Holland (ex-officio), Ron Kawchuk, Ross Rader, Lynne Mackan-Roy (Vice-Chair) (by telephone), Bill Reid, Debi Rosati (Chair), Jeff Rybak

Regrets: Richard Anderson, John Demco, Robert Ford, Rick Sutcliffe

Guests: Albert Chang (CIRA), Marc Jolicoeur (Borden Ladner Gervais), Michael Stewart (CIRA)

Recording Secretary: Lynn Gravel (CIRA)

1. Approval of Agenda

The Chair proposed that the agenda be amended to remove item 2. Review of CIRA’s Code of Conduct/Conflict of Interest Guidelines and condense item 3. Management Update on the WHOIS Implementation and item 4. Management Update on the WHOIS Timeline / Background. Item 5. Post-Mortem Review of WHOIS Implementation Board Decision will include another component in which Directors may express their views on the proposed WHOIS Implementation.

A request was made that a discussion on resources available to the Board of Directors, and the timing of notice of agenda and minutes on the public website be included under Other Business.

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

(Moved: R. Kawchuk, seconded: B. Reid)

2. Management Update on WHOIS Implementation

B. Holland updated the Board of Directors on the process and development of the WHOIS implementation. As a result of the adoption of a revised WHOIS policy, key technical requirements were developed by staff in 2007 and a beta version was released to the Registrar community for testing in January 2008. Staff held several conference calls with Registrars to address their concerns and to facilitate the process. Some Registrars expressed the concern that they were not ready for the new WHOIS service. Furthermore, as a result of feedback obtained from Registrars during the conference calls, staff realized that there were opportunities to improve the processes associated with the new WHOIS service. Specifically, CIRA could move towards electronic processes as opposed to administrative paper based processes. Accordingly, WHOIS was delayed by 60 days so that staff could implement these electronic processes and to give Registrars more time to prepare for the new WHOIS service. CIRA also implemented a policy change to remove the 30 day no disclosure window for non-Individual Registrants in response to concerns expressed by Registrars. Following this policy change, the information of non-Individual Registrants is displayed immediately unless a request for Privacy is made and there are exceptional circumstances supporting this request.

Following the May 7 and 9, 2008 Board of Directors’ meeting, an email was sent to all Registrants informing them of the upcoming changes to the new WHOIS service. Beta version 2 was released on May 14, 2008 for further testing and the official launch date for the new WHOIS service would be June 10, 2008. A public consultation on the new WHOIS service would follow in the next twelve months to review these rules and procedures. In the meantime, discussions were still ongoing with legal and law enforcement agencies to determine the processes to disclose certain specific contact information of Registrants that is not publicly available through the WHOIS search tool. Processes were being developed and both groups were being treated the same with no priority.

3. Comments from Directors on WHOIS Implementation

In the Board meeting of May 9, 2008, the Board of Directors, by resolution, voted in favour of implementing a process, pursuant to Section 6(b) of CIRA's Privacy Policy, whereby certain personal information of Individual Registrants would be disclosed by CIRA under specific limited circumstances. There was the expectation at the meeting that members of the Board of Directors would have the opportunity after the meeting was concluded to submit submissions explaining why they voted for or against the motion An issue was raised as to whether allowing Directors to submit comments after a meeting is concluded is proper and constitutes best practices.

M. Jolicoeur was invited to address the Board of Directors on the best practices for board minutes. He articulated that while organizations have different methods of minute taking, correspondence after a meeting is concluded should generally not be included in the Board minutes. He reasoned that the primary purpose of board meeting minutes is to summarize discussions and articulate the discussion points which occurred during the meeting. Furthermore, the attribution of comments to particular Directors is not required unless the Director has requested that the comments be recorded. In summary, each organization determines the level of content and format of their Board minutes and it is not standard practice to include comments after a meeting has been concluded given that the purpose of Board minutes is to capture what happened at the meeting.

The Chair invited the Directors to express their views on why they voted the way they did at the May 9, 2008 meeting regarding the processes for disclosure. Certain Directors objected to this on the basis that some Board members were not present and could not express their views. Their preference was to allow Board members to provide submissions which would be appended to the minutes. Discussion ensued regarding allowing Board members to provide individual statements and attaching these statements to the minutes of the last Board meeting. Given these exceptional circumstances and given that some issues were not addressed due to lack of time, it was decided that Directors could submit their comments to staff by June 6, 2008. The comments would be brief, concise, and explain why they supported or rejected the motion at the May 9, 2008 meeting. Staff would then summarize the comments, draft them in a common tone appropriate for minutes and publish them along with the minutes of this meeting. It was recognized that these comments would not be Board minutes, per se, but rather, a compilation of comments made after the fact. This compromise was reached as a result of the expectations raised at the May 9, 2008 meeting.

M. Jolicoeur withdrew from the meeting.

4. Post-Mortem Review of WHOIS Implementation Board Decision

D. Rosati reflected on the May 9, 2008 meeting and concluded that in the future, Directors should not submit supplementary comments after the conclusion of a Board meeting.

A Board member asked if any resources are available to Directors to consult with on matters of governance practice and governance. D. Rosati noted that CIRA’s General Counsel should be consulted and that the Chair of the Governance Committee is also available and well informed.

Some concern was also raised regarding the timing of the notice of the agenda on the public website outside the normal course of Board meetings and the content of the agenda and minutes. It was therefore agreed that staff would provide more robust minutes and a more detailed agenda.

Some Directors also expressed concern and were apprehensive with the policy making process and the handling of policy. It was suggested that the Board of Directors delegate policy making to a working group and not as a Committee of the Board. R. Rader felt that the policy development process is not adequate and that a corporate boardroom is not appropriate for making policy. It was suggested that staff should look into the benchmarking of the policy development process and the role of the Board of Directors from other organizations.

5. Other Business

The resources available to the Board of Directors, and the timing of notice of agenda and minutes on the public website were discussed under item 4.

6. Next Meeting

The next meeting of the Board of Directors will be held in Ottawa on Tuesday, June 3, 2008.

A. Chang, B. Holland, L. Gravel and M. Stewart withdrew from the meeting.

7. In-Camera Session

The Board of Directors held an in camera session.

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

8. Adjournment

There being no further business, on motion by B. Reid and seconded by J. Rybak, the meeting was adjourned at 6:45 p.m.