2009/10/15 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on October 15, 2009 at 9:00 a.m. Ottawa time.

Directors attending: Paul Andersen, Richard Anderson, Kerry Brown, John Demco (ex-officio), Heather Dryden (ex-officio), Byron Holland (ex-officio), Jim Grey, Ron Kawchuk, Lynne Mackan-Roy, Ross Rader, Barry Shell, Rick Sutcliffe (via teleconference), Tom Williams, Victoria Withers

Regrets: Peggy Gilmour

Corporate Secretary: Michael Stewart

Guests: David Fowler, Nancy Philip, Norm Ritchie

Recording Secretary: Lynn Gravel

1. Approval of Agenda

The Chair proposed that the agenda be amended to include item 11.1 Report from the Executive Committee.

Be it resolved that the agenda be adopted with this amendment.

(Moved:  R. Rader, seconded: R. Anderson)

2. Welcome to New Directors

On behalf of the Board, the Chair welcomed the newly elected Board Directors – P. Gilmour, J. Grey and V. Withers and re-elected Board Director – B. Shell. The Chair also thanked the retiring Directors - C. Goodfellow and B. Reid as well as departing Director J. Rybak.  The Board of Directors extended its appreciation to Jeff Rybak for his dedication and service to CIRA and wished him the best in his future endeavours.  The Board of Directors also urged him to continue his involvement in the dot-ca community.

(Moved: R. Anderson, seconded: R. Rader, unanimously carried)
   
3. Director Conflict of Interest Disclosure

The Chair proposed that, rather than making any conflict of interest disclosures at the meeting, staff circulate a disclosure form and each Director should declare any conflict of interest and/or financial association. 
 
4. Approval of the Draft Minutes of the September 23, 2009 Board of Directors’ Meeting

The Board of Directors noted a few changes to the draft minutes of the September 23, 2009 meeting and it was agreed that staff would make the necessary corrections and re-circulate to the Board of Directors for their approval.

P. Anderson relinquished his role as Chair for the following section of the meeting- the Appointment of Officers; J. Demco assumed the role as Temporary Chair 

5. Appointment of Officers

R. Rader noted that according to the By-Law, that Director P. Andersen was appointed as Chair for a three year term but has previously offered when he first assumed the position, that his appointment as Chair be reviewed  each year of his term, to ensure continued confidence by the Board in his role as the Chair. 

Be it resolved that as the Board continues to have confidence in the Chair, the Chair continue to serve his term, notwithstanding his offer when first elected to stand down after his first year.

(Moved: R. Rader, seconded: K. Brown, abstaining: P. Andersen, motion carried)

J. Demco retired as Temporary Chair; P. Andersen resumed the Chair.

The Chair confirmed that he had solicited from all Board members expressions of interest to stand as Vice-Chair, Chairs of the various Board Committees and to participate as Committee members.

Based on the expression of interest received, the following motion was made:
 
Be it therefore resolved that the Board of Directors appoint Richard Anderson 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:  R. Sutcliffe, seconded: R. Rader, abstaining: R. Anderson, motion carried)

6. Approval of the Committees’ Terms of Reference

The Board of Directors reviewed the terms of reference of each Committee as presented.

D. Fowler, B. Holland, L. Gravel, N. Philip, N. Ritchie and M. Stewart withdrew from meeting.

After discussion the Board made an amendment to sections 2(d) and 2(f) of the Executive Committee’s terms of reference.

D. Fowler, B. Holland, L. Gravel, N. Philip, N. Ritchie and M. Stewart re-joined the meeting.

Be it resolved that the Board of Directors approve the Terms of Reference for the 2009-2010 Audit, Governance, Technical Oversight and Executive Committees, as amended.

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

7. Appointment of Committee Chairs

Based on the expressions of interest received, the following motion was made:

Be it resolved that the Board of Directors appoint R. Kawchuk as Chair of the Audit Committee, R. Rader as Chair of the Governance Committee and L. Mackan-Roy as Chair of the Technical Oversight Committee.

(Moved: R. Sutcliffe, seconded: K. Brown, unanimously carried)

Staff noted that, according to the terms of reference of the Executive Committee, the Chair of the Executive Committee shall be the Chair of the Board of Directors.
   
8. Appointment of Audit Committee Members

Based on the expressions of interest received, the following motion was made:

Be it resolved that the Chair of the Audit Committee recommend that the following individuals be appointed as members of the Audit Committee to hold office pursuant to the Audit Committee Terms of Reference:  R. Anderson, P. Gilmour, J. Grey and R. Sutcliffe.

(Moved: R. Kawchuk, seconded: B. Shell, unanimously carried)

9. Appointment of Governance Committee Members

Based on the expressions of interest received, the following motion was made:

Be it resolved that the Chair of the Governance Committee recommend that the following individuals be appointed as members of the Governance Committee to hold office pursuant to the Governance Committee Terms of Reference:  P. Andersen, J. Demco, T. Williams and V. Withers.

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

10. Appointment of Technical Oversight Committee Members

Based on the expressions of interest received, the following motion was made:

Be it resolved that the Chair of the Governance Committee recommend that the following individuals be appointed as members of the Technical Oversight Committee to hold office pursuant to the Technical Oversight Committee Terms of Reference: K. Brown, J. Demco, R. Kawchuk and B. Shell.

(Moved:  L. Mackan-Roy, seconded K. Brown, unanimously carried)
 
11. Appointment of Executive Committee

Based on the Terms of Reference of the Executive Committee, the following motion was made:

Be it resolved that the Board of Directors appoint the Chair, Vice-Chair, Chair of the Audit Committee, Chair of the Governance Committee and Chair of the Technical Oversight Committee to the 2009-2010 Executive Committee.

(Moved: T. Williams, seconded: J. Grey, unanimously carried)

11.1 Report from Executive Committee

The Chair advised the Board of Directors that during the course of the recent CIRA Board election, it appeared that a Director may have made some public comments which appear to mischaracterize the facts regarding CIRA and in so doing to cast CIRA in a damaging light. Some people regard this as a possible violation of the CIRA Board's Code of Conduct, the sanction for which can go so far as to include removal from the Board.

The Chair reported that, rather than debate this at this Board meeting, the Executive Committee unanimously agreed to engage an independent outside expert in Board conduct and governance - someone with acknowledged expertise in governance and with no prior connection to CIRA - to review this matter and to advise the entire CIRA Board regarding: (a) whether a CIRA rule or rules has possibly been violated; (b) whether the CIRA Code of Conduct is sufficiently fair, reasonable and clear; and (c) the proper process for addressing and resolving complaints regarding possible Director violations of the Board Code of Conduct.

The Chair anticipates having a report to present to the Board of Director at an upcoming meeting, at which time the Board of Directors may consider the appropriate course of action.  Pending such report, the Chair encouraged Board members to handle matter such as this carefully and with due process rather than discussing or debating them in an ad hoc fashion.

12. Financial and Operational Updates

12.1 Report on all Statutory Obligations

This report was provided to the Board of Directors as information and tabled at the meeting.

12.2 Management Report   

This report was provided to the Board of Directors as information and tabled at the meeting.

13. Corporate Calendar for 2009-2010

The Board of Directors reviewed the schedule of Board meetings for the upcoming year.  Staff noted an additional two day meeting in February 2010 for the strategic planning.  The expected outcome of this session is to define the organization’s strategic plan for the upcoming three years.  Due to some scheduling conflicts, it was agreed that staff would come back to the Board of Directors with alternative dates for this session.
 
14. Status of the Technical Oversight Committee’s review of the .CA Rewrite Project

At the request of the Board of Directors at its last meeting, the Chair of the Committee reported that the Committee had met the previous day to discuss in detail the implementation plans for the transition of the new registry system and to identify any resultant risks to the organization.

The Committee noted that a number of different possible transition plans, and noted there were a number of pros and cons for each.  Ultimately, the Committee recommended that staff reach out again to the Registrar community to review the transition plan in an effort to try and reach consensus.  B. Holland noted that considerable consultations with Registrars had been carried out over the last months and they were still on-going.  As a result, the organization had made numerous revisions to the original plan, based on Registrar feedback and, he felt, had came out with the best course of action.  M. Stewart noted that certain transition options were extremely complex and difficult, and posed policy issues.

P. Andersen, J. Demco and R. Rader withdrew from the meeting. 

It was suggested that a focus group comprised of staff and Registrars be created by staff, to engage Registrars in the transition plan.  B. Holland reminded the Board of Directors that CIRA had a long period of engagement with the Registrars and while many were in agreement, they were not as vocal as those who had concerns 

P. Andersen, J. Demco and R. Rader rejoined the meeting.

B. Holland noted that CIRA would be releasing the beta version of the new Registry service software and documents to a number of Registrars in the near future. 

It was therefore the consensus of the Board that staff set up a temporary group consisting of staff and a handful of technical experts within Registrars.  The group would, prior to the next Board meeting, continue to try and reach consensus as to the best migration solution for the project.  Staff would report back to the Board at the next Board meeting as to the results of the group’s efforts.  Should they be unable to reach consensus as to the best transition plan, staff should provide the Board with an update and recommendation for the Board to consider and approve.

15. Object 3 Framework Update

It was moved by R. Anderson and seconded by R. Rader that the presentation be tabled as read and that the Board of Directors proceed to the discussion. The Chair noted no objections and the presentation was considered tabled as read.

It was noted by some Directors that it was important to remember the background of this initiative.  When originally conceived, the organization wanted to expand the scope of its activities with projects such as ENUM.  Since then, some misconceptions had arisen as to the scope and scale of Object 3.  The pool of excess funds is not to give away but to invest in the community initiatives.

B. Holland reported that, going forward, the surplus fund will not be as generous as presumed since the organization is limited in investing any surplus funds until the organization has reached the 12-month operational reserve fund as previously mandated by the Board. 

Some Directors suggested that the policy on the 12-month operational reserve fund be reviewed to release some funds for these initiatives, while other Directors believed maintaining the reserve fund was entirely appropriate. The Chair noted that a review of the reserve funds was scheduled for a future meeting and noted the discussion should be within the framework of the current reserve fund policy. It was noted that the discussions on how to contend with surplus funds were on track, and that the Board of Directors should remain mindful of the decline in registration growth.  It was also proposed that the Board of Directors should focus on what to do with the surplus funds and link them to what CIRA does, keeping in mind the public interest.

It was therefore moved by T. Williams that staff submit at the next meeting a request for a specific amount for investing in the community.

R. Anderson proposed that the motion be amended to authorize staff to invest up to $250,000 in community initiatives.

T. Williams proposed that, to continue and enhance our community investment program, staff provide a 3-year community investment plan and budget for approval in February.

(Moved: T. Williams, seconded by R. Rader, unanimously carried)

It was further proposed by R. Rader that, to continue and enhance CIRA’s community investment program, staff be authorized to spend up to an additional $250,000 on community investment initiatives in this fiscal year.

Discussion ensued as to whether funding should be taken from the existing reserve of funds or not.  At the conclusion of such discussion, B. Holland recommended that the following motion be made:

It was therefore resolved that, to continue and enhance our community investment program, the Board of Directors authorize additional investments in the Internet community up to $250,000 subject to any operating surplus. 

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

16. WHOIS Update

M. Stewart reported that the WHOIS consultation was now closed.   The consultation consisted of a number of methods to provide an opportunity for all interest stakeholders to participate and solicit feedback from a representative sample of dot-ca domain name holders, including:  in-depth, one-on-one interviews with key stakeholders; open consultation for input via online form, email or mail; online forum for CIRA members; and detailed surveys with Registrars, Registrants and Members.  An open-microphone session was also held at this year’s Annual General Meeting.

A formal report on the findings and recommendations will be delivered to the Board of Directors at the next meeting.

17. DNS Injection

N. Ritchie explained to the Board of Directors that various Internet Service Providers (ISPs) were injecting alternate DNS responses for subscriber queries by re-directing to either existent or non-existent domain names.

N. Ritchie further explained that the re-direction of existing domain names has been occurring for some time and in many cases for the right reasons, such as to protect users from known malicious sites. However, the re-direction of non-existent domains breaks portions of some protocols and a vast majority of Internet users do not understand.  The Internet Engineering Task Force (IETF) has drafted a Best Current Practice (BCP) on the use of DNS Redirect by Service Providers and recommendations on the configuration.

The Chair called for discussion of the report, and concern was expressed by the Board of Directors over the practice.    Accordingly, the Board requested staff to give an overview of various options at the organizations disposal and if suitable, take a thought leadership role.

18. Other Business

18.1 Annual Director Performance Reviews

The Board of Directors was informed that the Governance Committee will be engaging an independent consultant to review the performance and effectiveness of both the Board as a whole, as well as individual Directors. 

19. Next Meeting

The next meeting of the Board will be held on December 1, 2009 in Ottawa and the strategic plan review on November 30, 2009.

20. In-Camera Session

The Board of Directors held an in camera session.

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

21. Adjournment

There being no further business the meeting was concluded at 3:00 p.m.