2008/10/09 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on October 9, 2008 at 9:00 a.m. Ottawa time.

Directors attending: Paul Andersen, Kerry Brown, John Demco (ex-officio), Heather Dryden (ex-officio), Christopher Goodfellow, Byron Holland (ex-officio), Ron Kawchuk, Lynne Mackan-Roy, Ross Rader (via videoconferencing), Bill Reid, Jeff Rybak, Barry Shell (via videoconferencing), Rick Sutcliffe, Tom Williams

Regrets: Richard Anderson

Corporate Secretary: Michael Stewart

Guests: David Fowler, Nancy Philip, Norm Ritchie

Recording Secretary: Lynn Gravel

1. Welcome to New Directors

On behalf of the Board, B. Holland welcomed the newly elected Board Directors – K. Brown, B. Shell and T. Williams and re-elected Board Directors – L. Mackan-Roy and R. Rader.

2. Appointment of Interim Chair

Lynne Mackan-Roy, Vice-Chair requested that an Interim Chair be appointed to handle the selection of the Officers of the Board.

Be it resolved that the Board of Directors appoint C. Goodfellow as Interim Chair until the Officers of the Board are appointed.

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

3. Approval of Agenda

The agenda was amended to include the following items 1) Approval of the Draft Minutes of the September 9, 2008 Board of Directors’ Meeting; 2) Nature of Investments as item 11.3; and under Other Business: Board Compensation.

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

(Moved: P. Andersen, seconded: J. Rybak)

4. Approval of the Draft Minutes of the September 9, 2008 Board of Directors’ Meeting

Be it resolved that the minutes of the September 9, 2008 Board of Directors’ Meeting be approved as distributed.

(Moved: R. Sutcliffe, seconded: B. Reid, abstaining: K. Brown, B. Shell and T. Williams, motion carried)

5. Update on Committees

5.1 Report from the Governance Committee

P. Andersen provided an update to the Board of Directors on the Governance Review. The Governance sub-committee will be reviewing the initial findings from the consultants after today’s Board of Directors’ meeting. A meeting with the full Governance Committee to discuss the findings and conceptual recommendations will be scheduled in mid-November. Thereafter, staff will do an impact analysis on the proposed recommendations and present to the Board of Directors’ for approval at the December 10, 2008 meeting.

5.2 Report from the Technical Oversight Committee

R. Rader reported that the Committee had not met since its last meeting.

5.3 Report from the Executive Committee

B. Holland reported that the Executive Committee had not met since its last meeting.

6. Appointment of Officers

The Interim Chair called for nominations for the Chair of the Board. After all nominations were made, a motion to close nominations for Chair was made by J. Rybak and seconded by R. Kawchuk, motion carried. Following the close of nominations, the Chair of the Board was appointed, from the nominated persons, in accordance with s. 7.03(a) of the Amended and Restated Bylaws.

Be it resolved that the Board of Directors appoints Paul Andersen to the position of Chair of CIRA to hold office for a period as specified in Section 7.03(a)(ii) of the Amended and Restated Bylaws.

(Moved: T. Williams, seconded: R. Kawchuk, abstaining: P. Andersen, motion carried)

C. Goodfellow turned the chair over to P. Andersen.

The Chair called for nominations for the Vice-Chair of the Board. After all nominations were made, a motion to close nomination for Vice-Chair was made by J. Rybak and seconded by K. Brown, motion carried. Following the close of nominations, the Vice-Chair of the Board was appointed, from the nominated persons, in accordance with s. 7.03(a) of the Amended and Restated Bylaws.

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 as specified in Section 7.03(b) of the Amended and Restated Bylaws.

(Moved: B. Reid, seconded: R. Sutcliffe, abstaining: L. Mackan-Roy, motion carried)

7. Appointment of Audit Committee

 1.Be it resolved that the Board of Directors approve the Terms of Reference for the 2008-2009 Audit Committee as attached in Annex A.

(Moved: K. Brown, 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, C. Goodfellow, R. Kawchuk and R. Sutcliffe.

(Moved: B. Reid, seconded: L. Mackan-Roy, unanimously carried)

 3.Be it resolved that R. Anderson be appointed as Chair of the Audit Committee.

(Moved: C. Goodfellow, seconded: B. Reid, unanimously carried)

8. Appointment of Governance Committee

 1.Be it resolved that the Board of Directors approve the Terms of Reference for the 2008-2009 Governance Committee as attached in Annex B.

(Moved: R. Sutcliffe, seconded: K. Brown, 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: K. Brown, J. Demco, L. Mackan-Roy, R. Rader , J. Rybak and B. Shell.

(Moved: R. Rader, seconded: R. Sutcliffe, unanimously carried)

 3.Be it resolved that R. Rader be appointed as Chair of the Governance Committee.

(Moved: L. Mackan-Roy, seconded: T. Williams, unanimously carried)

9. Appointment of Technical Oversight Committee

R. Rader proposed that the Chair of the Technical Oversight Committee be appointed by the Board of Directors and Section 6 of the Terms of Reference be amended to reflect this change.

 1.Be it resolved that the Board of Directors approve the Terms of Reference for the 2008-2009 Technical Oversight Committee with this amendment as attached in Annex C.

(Moved: R. Rader, seconded: R. Kawchuk, abstaining: T. Williams, motion 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: K. Brown, R. Kawchuk, L. Mackan-Roy, B. Reid and B. Shell.

(Moved: R. Sutcliffe, seconded: J. Rybak, unanimously carried)

 3.Be it resolved that R. Kawchuk be appointed as Chair of the Technical Oversight Committee.

(Moved:  J. Rybak, seconded: C. Goodfellow, unanimously carried)

10. Appointment of Executive Committee

 1.Be it resolved that the Board of Directors approve the Terms of Reference for the 2008-2009 Executive Committee subject to the correction of a typographical error, as attached in Annex D.

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

 2.Be it resolved that the Board of Directors appoint the Chair, Vice-Chair, Chair of the Audit Committee, Chair of the Governance Committee and the Chair of Technical Oversight Committee to the 2008-2009 Executive Committee.

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

11. Financial and Operational Updates

11.1 Report on all Statutory Obligations

B. Holland reported that all statutory payment obligations were up to date as presented in the certificate as well as the cash and investments on hand for each of the operating, restricted and reserved funds. N. Philip, CIRA’s Director of Finance and Administration also verified the accuracy of the report.

11.2 Management Report

B. Holland reported on the Registry activities up to September 30, 2008. New registrations for the quarter July 1, 2008 to September 30, 2008 were 84,745 compared to 68,876 for the same quarter last year. Total registrations for this fiscal year April 1 to September 30, 2008 are 173,681 compared to 142,152 registrations last year.

Renewals for the period of April 1, 2008 to September 30, 2008 were at 77.5% compared to 75.6% for the same period last year. The Net New Growth for the period of April 1, 2008 to September 30, 2008 was 9.9% compared to 9.4% last year.

B. Holland reported that the participation level during this year’s Board of Directors election was considerably lower than previous years. Staff will be presenting a full set of recommendations once the Returning Officer’s report is available.

B. Holland provided the Board of Directors with an overview of the 2008 Annual General meeting held in Vancouver on September 10, 2008. Invitations were sent to over 15,000 members and staff followed up with calls to all pre-registered members and Vancouver area members. Overall participation was good and staff received very positive feedback about the event. Staff will report back at the next meeting with a recommendation on a date and venue for the 2009 Annual General Meeting.

Further to the Board of Directors’ meeting of September 9, 2008, N. Ritchie presented some data on the Internet Profiling Service (IPS) of all domains within the .ca zone. The analysis provided details on the resolving and non-resolving dot-ca domain names. N. Ritchie noted that non-resolving domains and redirects required further in-depth analysis and that the margin of error had not yet been determined therefore caution should be used in drawing conclusions.

R. Rader withdrew from the meeting.

B. Holland welcomed David Fowler, CIRA’s newly appointed Director of Marketing and Communications effective September 22, 2008.

D. Fowler reported on the status of the Strategic Marketing Framework. D. Fowler reminded the Board of Directors that the goal of the Strategic Marketing Framework was to create a formalized marketing strategy for CIRA. The project was broken down in three phases in which the final report of Phase I was presented September 29 and is currently under review by staff. Phase II is currently underway and the goal is to synthesize the market research results from Phase I and the CIRA corporate Strategic Plan into a Marketing Strategic Plan. The full report, encompassing both Phase 1 and 2 will be presented to the Board of Directors at the December Board meeting. A Request for Proposal for Phase III - Web Re-design will be released next week.

B. Holland informed the Board of Directors that CIRA had recently hosted the Operational, Analysis and Research Centre (OARC) workshop in Ottawa on September 24 to 25, 2008. Staff will be attending the ICANN Cairo meeting from November 2 to 7, 2008. B. Holland will also be attending the Internet Governance Forum (IGF) meeting in Hyderbad, India in December 2008 along with L. Mackan-Roy who will be speaking at the conference. B. Holland informed the Board of Directors that he had put his name forward to serve on the ccNSO Council representing the North America region. The results of the appointment were expected the following week.

11.3 Nature of Investments

B. Holland explained CIRA’s three bank accounts: deferred, restricted and operating to the new Directors and noted that the deferred bank account is a mandatory requirement based on the current accounting principles. N. Philip summarized CIRA’s investment policy under three classes of investment: Class 1: Government Securities; Class 2: Bank Securities; and Class 3: Corporate Securities. Given the current unstable economic situation, Directors expressed concern regarding CIRA’s investments. N. Philip confirmed that the investments were doing quite well and proceeded to present the investment trends in the last six months.

It was agreed that staff would report back to the Board of Directors at its December meeting with a long term investment strategy. In the meantime, staff would consult with the Audit Committee should the market conditions get worse.

12. Corporate Calendar for 2008-2009

The Board of Directors reviewed the schedule of Board meetings as well as the proposed date for the strategic planning review. It was agreed that the next Board of Directors meeting would be held in Ottawa on December 10, 2008 and the strategic planning session on December 9, 2008.

R. Rader rejoined the meeting.

13. Strategic Plan Review

B. Holland reminded the Board of Directors that the next strategic planning session was scheduled for Tuesday, December 9, 2008 in Ottawa. In the meantime, B. Holland requested that Directors reflect on the following five questions: 1) Does growth matter?; 2) Do we really want to be customer centric?; 3) Object (c) of CIRA’s Supplementary Letters Patents – How Far?; 4) Should we encourage greater CIRA member participation?; and 5) Global Issues – What is our role in the international fora? Staff was also looking forward to the Board of Directors’ decision on the brand extension.

B. Shell withdrew from the meeting.

14. Other Business

14.1 Board Compensation

The Board of Directors directed staff to investigate life insurance coverage for Directors while travelling and review the business/executive class air travel policy. Staff indicated that according to section 3.15 (c) of the By-Law No. 1, Director Compensation was scheduled to be reviewed by an independent consultant for the next Election year and that they would also report back on this at the next meeting.

15. Board Correspondence

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

16. Next Meeting

The next meeting of the Board will be held on December 10, 2008 in Ottawa.

17. In-Camera Session

The Board of Directors held an in camera session.

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

18. Adjournment

There being no further business, on motion by R. Sutcliffe and seconded by K. Brown, the meeting was concluded at 3:20 p.m.