2010/10/19 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on October 19, 2010 at 9:00 a.m. Ottawa time.

Directors attending: Paul Andersen, Richard Anderson, Kerry Brown, John Demco (ex-officio), Byron Holland (ex-officio), Jim Grey, John King, Rowena Liang, Louise Macdonald, Lynne Mackan-Roy, Ross Rader, Barry Shell, Tom Williams, Victoria Withers

Regrets: Heather Dryden

Corporate Secretary: Michael Stewart

Guests: David Fowler, Jacques Latour, Nancy Philip, Pamela Miller (Industry Canada)

Recording Secretary: Lynn Gravel

J. Demco assumed the role as Temporary Chair, with the approval of the Board.

1. Welcome to New Directors

On behalf of the Board, J. Demco welcomed the newly elected Board Directors – J. King, R. Liang and L. Macdonald.

2. Approval of Agenda

A revised agenda was circulated to include the following items: Report from the Governance Committee, Creation of Ad hoc Committees and Legal Update. The Chair further proposed that the agenda be amended to change the order of the items and expand item 14.3 Forecast Update from the Audit Committee to include a budget review and an action required from the Board of Directors.

It was the consensus of the Board of Directors that the agenda distributed with the material for the meeting be adopted with these amendments.

R. Rader withdrew from the meeting.

3. Legal Update

The Board of Directors held an in camera session.

Following the in camera session, R. Rader rejoined the meeting.

4. Appointment of Officers

The Temporary 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 V. Withers and seconded by J. King, 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 appoint Paul Andersen to the position of Chair of CIRA to hold office for a period of two years or until the next Board meeting after the expiry of such two year period and until the successor is appointed, whichever is later or until earlier resignation or removal.

(Moved: R. Rader, seconded: V. Withers, abstaining: P. Andersen, motion carried)

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

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 R. Rader 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 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: K. Brown, seconded: L. Mackan-Roy, abstaining: R. Anderson, motion carried)

5. Report from the Governance Committee

The Chair of the Governance Committee reported that the Committee had convened the previous day and had unanimously adopted the following recommendations and proposing that they be adopted by the Board of Directors:

1) Definition of an Ad hoc Committee

An Ad hoc Committee of the Board must have the following characteristics, unless otherwise specified by explicit action of the Board:

• That it be created with a specific and well-defined mandate, time-limited, bound by a deadline and limited to 3-5 members of the Board, including its Chair.

• That it automatically expire at the end of the current Board session, deal with a focused area and tight subject matter and generally use the same organizational framework as standing committees (e.g. voting rights, Chair selection, eligibility criteria, etc.).

2) Process and Guidelines for Creating an Ad hoc Committee

An Ad hoc Committee is created by an explicit action of the Board. Pursuant to the creation of the Committee, the Board will solicit participation in the Committee from the general Board, emphasizing that participants should have skills relevant to the subject matter area of the Committee. The Board will decide if the Committee Chair is elected by the Committee participants or the Board itself during the creation of the Committee.

Once the Committee has been seated, it will articulate its terms of reference using the general terms of reference template and incorporate the mandate given to it by the Board. Once the Committee has completed its terms of reference, they will be reviewed and agreed to by the Chair of the Board. The Chair may request modification to the proposed terms of reference in her sole discretion prior to granting approval. Once the terms of reference have been approved, the Committee will qualify as a full Committee of the Board, however its Chair may not sit on the Executive Committee. Participants in an Ad hoc Committee shall be paid a stipend according to the same compensation standards as participants in a Standing Committee.

Be it resolved that the Board of Directors approve the definition of an Ad hoc Committee and the process and guidelines for creating an Ad hoc Committee.

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

P. Miller joined the meeting.

6. Creation of Ad hoc Committees

The Governance Committee proposed that a Budget Committee be created to assist the Board of Directors with the annual budget process starting November 1, 2010 until February 28, 2011. It was noted that the Budget Committee will be providing recommendations on the approval of the overall budget for the next fiscal year no later than February 28, 2011.

Be it resolved that an Ad hoc Budget Committee be constituted for the period of November 1, 2010 to February 28, 2010.

(Moved: J. Grey, seconded: R. Anderson, unanimously carried)

The Governance Committee proposed a discussion to create a Policy Advisory Committee to provide feedback to the Board of Directors on Internet Governance Issues. The Board of Directors would set the agenda for this Committee and would not be bound by the recommendations of the Committee. It was moved by R. Rader and seconded by R. Anderson that a Policy Advisory Committee be created and that the Committee be concluded at the end of this Board year.

Some Directors enquired to the need for creating such a Committee. It was noted that since the Board of Directors’ time is mainly focused on policy and to be consistent with best practices, it wanted to benefit from the advice of a wider pool of experts and reach out to the community.

Staff expressed some concern, noting that the community has been involved in several consultations, most recently the CDRP consultation. The organization does reach out to its members in regards to the Annual General Meeting and Election and have reached out to a range of stakeholders regarding a variety of policy matters.

The Board of Directors noted that this could be a very good initiative but needed to create the terms of reference and solicit the people with the depth of knowledge. Also, public and members consultations are different from the experts’ point of view. Some Directors were unclear to what policies needed to be looked into and unless specific policies needed to be looked into, an ad hoc Committee should not be formed or maybe a working group of the Governance Committee should be created in its place.

R. Radar noted that this Committee was originally proposed a few years ago during the Governance Review as a potential governance structure.

Staff pointed out that the organization does consult with the community, sometimes with industry experts or insiders and agreed that the structure of this Committee should allow to work closely with staff and that the Board of Directors should be directing the topics.

An alternative suggestion was then put forward to create a committee to look at creating the Policy Advisory Committee. Some Directors agreed that there was too much ambiguity and felt the Governance Committee should simply come back with a structure to address this Committee. Other Directors did not agree in forming a committee to create a Committee, and were concerned that, in creating the Policy Advisory Committee, the Board of Directors may be second-guessing staff. It was also noted that the Board would not be fulfilling its role to review and oversee CIRA if it is generating policies itself.

M. Stewart withdrew from the meeting.

R. Rader reiterated that he would like to see the Board of Directors reach out to a broader pool of expertise, create a forum for participation and that the newly adopted process for creating Ad Hoc Committees would be a suitable mechanism for creating this committee, as it had been to guide the creation of the Budget Committee.

The Chair reminded the Board that the newly approved process for creating ad-hoc committees requires that the terms of reference be drafted and approved by the Chair. The Chair would then commit to have them approved by the Board. The Chair noted that his interpretation of the motion being proposed was to have a group of the Board work on creating terms of reference with a possible initial membership and that the Board would in turn approve this at their next meeting.

It was therefore resolved that a process be initiated to create a Policy Advisory Committee to provide the Board of Directors with recommendations on matters related to Internet governance.

(Moved: R. Rader, seconded: R. Anderson, in favour: K.Brown, L. Mackan-Roy, opposed: J. Grey, J. King, R. Liang, L. Macdonald, B. Shell and V. Withers, abstaining: T. Williams, motion defeated)

7. .CA Marketing and Communications Program

B. Holland provided the Board of Directors with some background information on the engagement of the Agency of Record (AOR). As part of the Strategic Marketing Framework approved by the Board of Directors in December 2009, B. Holland proposed the engagement of an AOR to provide a broad range of communication and advertising services. B. Holland noted that the agreement, although for a 3 year period, included a 30-day cancellation notice and was not exclusive should the organization require other expertise.

D. Fowler further noted that the organization did not have any formal relationship with a communication and advertising provider and the service requirements were becoming more complex and integrated among programs. A decision was therefore made to seek a single supplier and establish an AOR relationship. Nine local organizations were invited to bid. Each of the seven organizations that responded went through a rigorous process and detailed evaluation in the following phases. There was a strong consensus among the team conducting the process to select Thornley Fallis Communications Inc. as the Agency of Record since they offered the best combination of value and price.

It was therefore resolved that the Board of Directors authorize staff to enter into negotiation with, and if advisable, conclude with Thornley Fallis to become the Agency of Record.

(Moved: J. Grey, seconded: B. Shell, unanimously carried)

8. OpenDNSSEC

B. Holland informed the Board of Directors that OpenDNSSEC was created as an open source solution for DNSSEC, to secure zone data just before it is published in an authoritative name server. OpenDNSSEC was developed for Registries by an international cooperation project with several participants. .SE (ISS) and Nominet have invited SIDN and CIRA to participate in the development and use of the software.

B. Holland reported that this opportunity would allow the organization to participate in the architecture committee and give the organization better control over the product functionality and integration with the Registry. It was further noted that this would be a good opportunity to participate in the community and provide a version of the software to our channel distribution. The organization’s investment in this project would be two full time employees until OpenDNSSEC 2.0 is ready.

A meeting is currently scheduled in November with ISS (.SE) and in the meantime staff will be assessing how and when OpenDNSSEC will be financially self sufficient with support and training revenues and understand better how this will impact BIND 10.

It was the consensus of the Board that staff further investigate this opportunity.

9. Financial and Operational Updates

9.1 Report on all Statutory Obligations

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

9.2 Management Report

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

B. Holland noted that the renewal rate for registration was also up for this period and most likely attributed to the overall economy and raised awareness of the .CA.

9.3 Forecast Update from the Audit Committee

As discussed at the last Board of Directors’ meeting, B. Holland reported that the first six months of operations showed stronger domain name growth resulting in higher revenues. Since revenues will be significantly higher than budgeted, staff has the opportunity to do more activities or initiatives that did not make into this year’s operational plan because of budget constraints. Staff was therefore proposing additional projects totaling $850K for the remainder of the fiscal year.

Some discussions ensued regarding the level of details for each project and number of extra resources. B. Holland noted that when compared to other registries, CIRA was the lowest count of staff level. It was further noted that staff has a massive list of things to do including IPv6, DNSSEC to implement and over 50 applications to update. It was agreed that staff would provide the next level of details on the projects to give the Board of Directors more comfort.

R. Rader withdrew from the meeting.

Be it resolved that the Board of Directors approve that staff revise the FY11 Budget as presented, consistent with the FY11 strategic plan.

(Moved: J. Grey, seconded: T. Williams, abstaining: B. Shell, motion carried)

R. Rader and M. Stewart rejoined the meeting.

10. Corporate Calendar for 2010-2011

The Board of Directors reviewed the schedule of Board meetings for the upcoming year and it was agreed to move the February 2011 meeting the day following the Canadian Internet Governance Forum.

11. Other Business

In light of the earlier discussion on the Policy Advisory Group, B. Holland suggested that a small working group be created consisting of J. Demco, R. Rader and M. Stewart. The working group would work towards putting together terms of reference regarding a possible Policy Advisory Group as well as a list of possible candidates for the next Board of Directors’ meeting.

Be it resolved that the Board of Directors and staff present a proposal regarding a possible Policy Advisory Group and a list of potential candidates at the next Board of Directors’ meeting.

(Moved: T. Williams, seconded B. Shell, unanimously carried)

12. Approval of the Committees’ Terms of Reference

The Chair of the Governance Committee noted that in order to streamline the process, the Governance Committee had solicited interest from everyone before the meeting. As a result, seven Board members had expressed an interest in participating in the Governance Committee. R. Rader proposed to step down and contribute as required.

After reviewing the terms of reference for each Committee, it was agreed to change the maximum number of members for the Governance Committee to six. A typographical error was also noted under item 17 of the Governance Committee’s terms of reference.

Be it resolved that the Board of Directors approve the Terms of Reference for the 2010-2011 Audit, Governance, Technical Oversight and Executive Committees, as amended.

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

13. Appointment of Committee Chairs

Be it resolved that the Board of Directors appoint L. Mackan-Roy as Chair of the Audit Committee, V. Withers as Chair of the Governance Committee and K. Brown as Chair of the Technical Oversight Committee.

(Moved: B. Shell, seconded: T. Williams, 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.

It was further resolved that J. Grey be appointed as Chair of the Budget Committee.

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

14. Appointment of Audit Committee Members

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, J. Grey, R. Liang and L. Mackan-Roy.

(Moved: K. Brown, seconded: V. Withers, unanimously carried)

15. Appointment of Governance Committee Members

P. Anderson relinquished his role as Chair for the following section of the meeting and K. Brown assumed the role as Temporary Chair.

Some Directors expressed concern with a disproportionate number of Executive Committee sitting on the Governance Committee. It was further noted that the Governance Committee deals with contentious and conflicting issues and in part comes from the Executive Committee. Some Directors also expressed concern with the make-up and size of the Committee. The Board of Directors was reminded that decisions are ultimately made at the Board level and we would want a balance of new and old for a stronger Committee and historical context.

P. Andersen resumed the Chair.

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, J. Demco, L. Macdonald, T. Williams and V. Withers.

(Moved: K. Brown, seconded: L. Mackan-Roy, unanimously carried)

16. Appointment of Technical Oversight Committee Members

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, J. Demco, B. Shell, J. King and R. Liang.

(Moved: K. Brown, seconded J. King, unanimously carried)

17. 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 2010-2011 Executive Committee.

(Moved: V. Withers, seconded: K. Brown, unanimously carried)

It was further resolved that the Board of Directors appoint the Chair of the Budget Committee, as an observer, to the 2010-2011 Executive Committee for the period of November 1 , 2010 to February 28, 2011.

(Moved: K. Brown, seconded: L. Mackan-Roy, unanimously carried)

18. Update of the .CA Rewrite Project

J. Latour reported that no major or minor issues arose during the migration to the new Registry on October 12 and 13, 2010. Access to EPP and DCM was enable as scheduled on October 13, 2010 at 9:00 a.m. Staff is currently working on bugs and integration issues as reported by Registrars and a bug fix release is scheduled for later this week.

The Board of Directors congratulated staff on a job well done by the whole team.

19. Object Naming Service

B. Holland informed the Board of Directors than another opportunity had presented itself. GS1 Canada has approached CIRA to participate in a three country working group and requested that CIRA consider being the local Object Naming Service (ONS) provider on their behalf.

B. Holland explained that Object Naming Service (ONS) is a mechanism that leverages Domain Name System (DNS) to discover information about a product and related services from the Electronic Product Code (EPC). It is a component of the EPCglobal Network.

GS1 Canada, is a member of GS1, the world’s leading supply chain standards organization. As a neutral, not-for-profit organization, GS1 is responsible for setting the standards and maintaining the registry for all products and services with an electronic product code.

B. Holland noted that this project was still in the early stages and was looking to see if the Board of Directors would let the organization pursue this opportunity. The Board of Directors agreed that this initiative showed great innovation and encouraged staff to explore further.

20. Next Meeting

The next meeting of the Board will be held on November 30, 2010, in Ottawa and the strategic plan review on November 29, 2010.

21. In-Camera Session

The Board of Directors held an in camera session.

22. Adjournment

There being no further business, on motion by J. King and seconded by V. Withers, the meeting was concluded at 3:00 p.m.