2010/11/30 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on November 30, 2010 at 9:00 a.m. Ottawa time.

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

Regrets: Richard Anderson, John King

Corporate Secretary: Michael Stewart

Guests: David Fowler, Nancy Philip

Recording Secretary: Lynn Gravel

1. Approval of Agenda

The Chair proposed that the agenda be amended to include the following items under Other Business: Hosting ICANN Meeting, AGM Venue and Update on CIGF Meeting.

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

L. Gravel and M. Stewart withdrew from the meeting.

2. CEO Update

The CEO and Board of Directors held an in camera session.

Following the in camera session, L. Gravel, N. Philip and M. Stewart joined the meeting.

3. Financial and Operational Update

3.1 Report on all Statutory Obligations

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

3.2 Management Report

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

B. Holland referred the Board of Directors to the additional key metrics presented in the Board quarterly newsletter. There was a discussion regarding Registrant statistics in relations to the primary and second markets. B. Holland noted that the average domain name per registrant remained stable and fairly linear compared to last year. There was also an enquiry on the Customer Satisfaction Survey. It was noted that staff will continue to roll out the survey once a year and recognizes that one of goals for next year will be to increase the response rate from Registrars, which has been historically difficult.

3.3 Review of Q2 2011 Financial Results

B. Holland noted that the Audit Committee had met the previous week to review the Q2 financial results in detail. N. Philip gave a brief overview the financial results for the period ending September 25, 2010. It was noted that overall expenditures for the quarter were over spent by approximately $180K due to the timing issues in the last quarter. As a result of the last Board meeting, N. Philip also presented the reforecast from the FY2011 original budget to include the approved additional budget amounts in each functional area. Revenues are reforecast to $13.8M instead of $12.8M and foresee delivering a net surplus of $319,881. Another $70K is anticipated in legal fees depending on the outcome of a legal issue.

Be it resolved that, on behalf of the Board, the Chair expresses thanks and appreciation to N. Philip for her contribution to the organization and to the Audit Committee.

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

N. Philip withdrew from the meeting.

4. 2010 Elections

M. Stewart presented the Returning Officer’s final report on the 2010 Elections and noted that the Returning Officer felt the election had ran quite well from a systems perspective. The biggest non-technical changed faced this year was the unprecedented and unexpected number of applicants at the Nomination Committee stage. Fourteen recommendations for improvement were made in his report, all but three of which staff supports. Following discussion with the Returning Officer, the Returning Officer agrees with staff’s response. M. Stewart noted that certain recommendations require changes to the election and/or Registry software. Although staff supports these recommendations, the amount and complexity of the work required suggests they will be deferred for this year. In many instances alternate approaches which do not require changes to the election software can be adopted Some discussions ensued regarding the elections software and it was the general consensus of the Board of Directors that staff should investigate the options and flexibility of outsourcing the elections software and report back to the Governance Committee in the future.

Be it resolved that the Board of Directors appoint Eric Lay as the Returning Officer for the 2011 Election.

Be it further resolved that the Board of Directors appoint Neil Scilley as the accredited public accounting professional to assist the Returning Officer in carrying out his duties.

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

The Board of Directors was advised that the approval of the 2011 Elections rules would follow electronically.

5. Update on Code of Conduct

M. Stewart reported that the Directors’ Code of Conduct Policy was drafted 10 years ago and the Board of Directors found the process unclear when it actually came to use the Code. The Governance Committee and staff reviewed the Directors’ Code of Conduct and Policy on Conflicts of Interest and recommended that changes be made to the manner in which complaints are addressed. M. Stewart noted that, as previously reported, the changes are limited to Section 4 of the policy, and focus on the way in which complaints and disputes are processed.

WHEREAS paragraph 3.10 (a) of By-law No. 1 of the Corporation provides that the policies may only be adopted, amended or repealed by 80% of the votes cast at a meeting of Directors;

Be it resolved that the Board of Directors approve the revised Directors’ Code of Conduct as recommended by the Governance Committee.

(Moved: V. Withers, seconded: L. Mackan-Roy, unanimously carried)

P. Andersen turned the chair to K. Brown.

6. Update on CDRP Consultation

M. Stewart reminded the Board of Directors that the CDRP consultation was held from June 9, 2010 to September 17, 2010. The overall purpose of the consultation was to obtain feedback on the effectiveness of the CDRP and to determine whether the Policy continues to meet the needs of its stakeholders. Staff is currently going through the 696 responses received. Some of the issues highlighted in the consultation include: the high cost of launching a CDRP complaint; eligibility regarding who can file a CDRP complaint; and whether to incorporate mediation or an appeal process within the CDRP. Staff will be making recommendations to the Board of Directors at the next meeting.

P. Andersen resumed the Chair.

7. Update and Discussion of 2011-2012 Strategic Plan

B. Holland presented the second level strategies and primary focus for the organization in the upcoming year as agreed to in the strategic planning session on Monday, November 29, 2010.

Discussions ensued regarding the method and process from the strategic planning session the previous day and some members of the Board were reluctant to have another discussion on the reordering of the strategies. B. Holland noted that the Board of Directors should view the list as a list of priorities and a sense of guidance for the organization in the upcoming year. In order to continue with the operational plan and budgeting process, staff requested that the Board of Directors acknowledge the primary objectives for the next year. It was therefore agreed that the initial recommendation to adopt the list of primary objectives be revised to confirm the organization’s strategic direction.

Be it resolved that the Board of Directors re-affirm the current three year Strategic Plan, with a particular emphasis on the .CA product development and channel management, as discussed during the strategic planning session on November 29th and consistent with the corporate mandate, for the 2012 fiscal year.

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

8. Update on Committees

8.1 Report from the Governance Committee

The Chair of the Governance Committee reported that the Committee had met the previous day to develop the work plan for the upcoming year. The Committee identified the following six key initiatives and members also indicated their willingness to participate in or take the lead in: 1) develop an integrated calendar of events; 2) create a sub-committee to review the nomination and election process; 3) request input regarding recommendations for the 2011-2012 committee mandate, structure and composition; 4) review Director’s orientation and education program; 5) review the Board Effectiveness assessment; and 6) review the succession plan. It was noted that many of these items had been derived from the Governance Committee Terms of Reference, as well as from input received from the Board Effectiveness Assessment.

8.2 Report from the Technical Oversight Committee

The Chair of the Technical Oversight Committee informed the Board of Directors that some discussions had taken place via email regarding the proposed schedule for the upcoming year and one major subject was identified for each meeting. The Committee also met the previous day and staff provided an update on the TBR issue and status on DNSSEC, IPv6 and the IDN implementation. Staff also presented an overview of the IT roadmap and vision and more details will be provided at the February meeting.

8.3 Report from the Audit Committee

The Chair of the Audit Committee reported that the Committee had met via the previous week to review the Q2 financial results as well as the reforecast. The Committee also reviewed the calendar for the upcoming year and the Budget Committee’s timelines. It was noted that the Committee would be reviewing the reserve fund requirements at its September meeting and would inform the Board of Directors and Industry Canada of any recommendation soon after.

8.4 Report from the Executive Committee

The Chair reported that the Committee had met twice since the Board of Directors’ meeting. At its last meeting, the Committee review the agenda items for the current Board year and discussed today’s meeting agenda. It was also agreed that the minutes of the Executive Committee would be circulated soon after the meeting for approval then circulated to the Board of Directors.

8.5 Report on the Budget Committee

The Chair of the Budget Committee reported that the Chair of the Board of Directors had approved the terms of reference for the Committee and the members are: Richard Anderson, Kerry Brown, Jim Grey, John King, Lynne Mackan-Roy and Barry Shell.

A conference call is tentatively set up for next week and the Chair of the Budget Committee noted that this was an opportunity to let the Committee know if the Board of Directors wanted to address any specific items. Staff will be working with the same budget format and structure as last year and is expected to provide an overview as well as the key initiatives of the Corporate Plan sometime in January. The Chair of the Budget Committee proposed that, once the budget was approved, the Committee would identify some key metrics to include in the management report. A question was raised as to whether this was the right Committee to identify the metrics. It was noted that metrics are typically tied in with the CEO’s performance evaluation therefore the Board of Directors was open to suggestions.

8.6 Update on the Policy Advisory Committee

Further to the Board of Directors’ meeting of October 19, 2010 in which the Board of Directors agreed that a group of the Board would work on creating terms of reference with a possible list of representatives, a working group was formed consisting of J. Demco, R. Rader and M. Stewart. The working group presented some additional insight on the rationale behind some of the key provision of the proposed draft terms of reference to help with the discussion. Some discussions ensured regarding the composition and the list of possible representatives. It was noted that for the selection of the Committee members, the focus was mainly on the quality and it was not designed to represent a particular group of stakeholders but to ensure external Canadian members had very strong Internet, policy and CIRA experience.

To help understand why such a Committee would be created, some members of the Board requested possible instances where such a Committee would be required. Other Board members felt that further work was required on the proposed draft terms of reference. The working group also noted that a further mandate was required for the selection of members.

There was general consensus that the working group continues with their work and approve the terms of reference by electronic motion between meetings.

9. Other Business

9.1 Hosting ICANN Meeting

B. Holland informed the Board of Directors that ICANN meetings are usually held three times each year in different regions of the globe to enable attendees from around the world to participate in person. Canada has an opportunity to host the October 2012 meeting and a proposal or an expression of interest to host the meeting is due on December 15, 2010. B. Holland noted that this was also an opportunity for the organization to engage members and the Internet community within Canada and it supported the Community Investment program. Based on the selection criteria of proximity to an international airport, adequate infrastructure, and security, staff was therefore recommending that the meeting be held in Toronto. The Government Representative noted to expect support from the Canadian Government should CIRA consider hosting the meeting.

Be it resolved that the Board of Directors approve that staff submit a proposal to ICANN to host the October 2012 meeting in Canada with a budget range estimated between $325,000 to $400,000.

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

9.2 AGM Venue

B. Holland reminded the Board of Directors that again the challenge of holding an Annual General meeting (AGM) was quorum. While major changes were made to the 2010 AGM format resulting in higher participation, there continued to be a real risk of not meeting quorum if the meeting was held outside of a major city. Since the number of members in a particular city is still a critical factor in selecting a location, staff is therefore recommending Vancouver as the location for the 2011 AGM.

Some members expressed concern at the inability to hold the AGM outside of cities with large Member populations. Staff noted that this was a common issue for many member-based organizations. Several Directors expressed concern that our governance structure was preventing us from reaching out to other areas of the country.

It was therefore resolved that the Board of Directors approve Vancouver as the location for the 2011 Annual General Meeting.

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

9.3 Canadian Internet Forum

As part of the Canadian Internet Forum, members of the CIRA team attended consultations to talk to Canadians about their views on the role of the Internet in their lives and the economy. There was good participation from various stakeholders, from government representatives, the private sector, education leaders, community organizations, and Internet users. This information will shape the agenda for the main event scheduled for February 24, 2011.

9.4 March 2011 Board of Directors’ Meeting

It was proposed that a meeting of the Board of Directors be held in March 2011 in conjunction with the ICANN meeting in San Francisco. This presented an opportunity for the Board of Directors to attend an ICANN meeting as well as meet other ccTLDs. It was noted that holding a Board of Directors’ meeting around an ICANN meeting could be a challenge because of the schedule. After further discussion, there was general consensus to have another Board meeting sometime in the spring and for Directors to attend the ICANN meeting as much as possible but separately. Staff will look at the policy and report back to the Board on attendance at the ICANN meeting.

P. Andersen turned the chair to K. Brown.

9.5 TBR Cancellation

B. Holland updated the Board of the Directors on the cancellation of the TBR session on November 24, 2010. It was noted that because of some ambiguity in the usage of some fields, some Registrars were not able to participate in the session. To ensure fair and equal access to all participants, it was decided to cancel the TBR session. The Chair of the Technology Oversight Committee reported that they had been fully briefed on the issue, and were fully satisfied that staff acted appropriately and had handled the situation quite well.

P. Andersen resumed the Chair.

10. Next Meeting

The next meeting of the Board will be held on February 25, 2011 in Ottawa in conjunction with the Canadian Internet Governance Forum.

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

11. In-Camera Session

The Board of Directors held an in camera session.

12. Adjournment

There being no further business, the meeting was concluded at 3:30 p.m.