2016 AGM Minutes

MINUTES of the Annual General Meeting of the members of the Canadian Internet Registration Authority (“CIRA”) held at the Allstream Centre, Toronto, Ontario, on September 22, 2016 at 2:45 p.m.

1. Call to Order and Approval of the Agenda: Susan Mehinagic, the Chair of CIRA, called the meeting to order and acted as Chair of the meeting. Paul Havey, Vice- President of Corporate Services and Corporate Secretary, acted as Secretary of the meeting.

The Chair declared that in accordance with CIRA’s By-law No. 1, notice of the meeting had been duly given to all CIRA members in good standing: there was a quorum present and the meeting was duly constituted for the transaction of business.

2. Verification of the 2015 Annual General Meeting Minutes: There being no corrections nor additions to the minutes of the Annual General Meeting held September 16, 2015, the Chair noted that the minutes stood as approved.

3. Report of the Board of Directors: The Chair of the Board reported on the fiscal year just completed. This year represented something of a pivot-point for CIRA. One strategic plan was just closed-off and spent time this year looking at the future of CIRA and evolving our previous strategic plan to reflect the challenges envisioned for the future.

The domain industry is in the midst of an important change. This year we saw many of the previously announced new generic top-level domains come online. There are now more than a thousand new gTLDs in the market – with extensions like .work, .university, and .xyz becoming commonplace. CIRA’s approach to this new reality has been both steady and strategic.

The core of CIRA’s business remains strong. We have just reached 2.5 million domains under management and job one for CIRA continues to be the steady and secure operation of the .CA domain. We need to ensure that CIRA has the resources and talent in place to continue to deliver on this mandate.

As with our peers globally, CIRA is facing a mature market and slowing growth. Although we are performing better than many in our industry who are now facing negative growth, CIRA needs to diversify its business to ensure we can continue to fund the .CA domain and other programs at their current levels. We have made significant headway here in fiscal year 2016.

CIRA has taken its leadership and expertise in the registry space to create what we believe will be a competitive registry services offering for new gTLDs and smaller ccTLDs. This registry will form that basis of the next generation platform for .CA, while also providing us with a new revenue stream.

We announced this morning an agreement with the .kiwi domain that will see CIRA takeover the back-end operations of the registry. This work is occurring alongside our growing DNS business. CIRA has launched a DNS service that offers a robust Canadian server footprint, which increases the level of performance and protection from cyber-attack for Canadian users.

This fiscal year we closed with eighty-six customers using our D-Zone Anycast DNS service, providing an additional source of revenue for CIRA, but also improving the DNS hygiene of these organizations.

CIRA gained traction in the post-secondary education market – with many of Canada’s research and education networks, including CANARIE, ORION, Cybera, and ACORN, offering DNS services in partnership with CIRA.  CIRA also announced partnerships with several of our .CA registrar channel partners to offer the service to their customers.

CIRA announced recently a deal with .DK, the Danish country code to offer DNS services, and has partnered with .SE, the Swedish country code to deliver Anycast DNS services to their customers in Sweden.

These are major steps in CIRA’s product and revenue diversification strategy, but first and foremost, these efforts support CIRA core mandate in meaningful ways. Our registry services platform will enable the next generation of .CA and our DNS development helps protect and secure CIRA against cyber-attack.

Additionally, the CIRA board’s Market Strategy Committee has worked with CIRA’s management team to ensure that these projects also benefit the Canadian Internet ecosystem at a larger level.

CIRA has considered the ways that can leverage our talent and technology to support the Internet community in Canada and help build a better online Canada. Part of this work continues to be driven by our board’s Community Investment Committee, which oversees CIRA’s Community Investment Program. At the end of this fiscal year, CIRA has awarded more than $2 million in grants to non-profit organizations working on Internet-enabled programs or research projects.

This year we announced the national launch of a mobile way-finding app that helps visually impaired Canadians navigate Canadian cities using audio-based instructions. The app was developed at McGill University and, thanks to funding from CIRA, is now available for major cities across the country.

We funded a program in Ottawa that provided entrepreneurship and e-commerce training to new Canadians who are looking to grow their businesses and gain further financial independence.

These are just a few of the numerous programs that we have supported that are having a social, economic, and technological impact across the country.

Overall, at the end of fiscal year 2016, CIRA had supported 54 projects across Canada. The board has just approved another million dollar investment for this coming fiscal year.

CIRA’s approach to working with the Internet community is through partnerships with our customers and with like-minded NGO’s working to improve the Canadian Internet experience.

This is an exciting time for CIRA and a critical time for the Canadian Internet. CIRA can and will play a positive role in this space and I encourage you all to get involved.

4. Summary of the Financial Statements for fiscal year ending March 31, 2016:

Rowena Liang, CIRA's Chair of the Audit Committee, presented the financial statements for the fiscal year March 31, 2016, a copy of the Auditor’s Report and the financial statements can be viewed on CIRA’s web site at https://cira.ca/sites/default/files/public/2016-03-31-CIRA-Financials-EN.pdf.

5. Appointment of Auditors:  It was moved by Kerry Brown, seconded by Helen McDonald, that KPMG be and are hereby appointed as Auditors of CIRA, to hold office until the next Annual General Meeting or until their successors are duly appointed and that the Board of Directors be and are hereby authorized to fix the remuneration of the Auditors. Motion carried.

6. Approval of By-Law amendments

It was moved by Faye West and seconded by Peter Bernier that .CA Members confirm the following resolution, which was adopted by the Board on June 16, 2016:

  1. Section 3.06 of CIRA’s Amended and Restated By-law No. 1 is amended to include (b) and (c) as follows:

(b) Each Director shall be eligible for re-election, provided that such Director shall not be elected for a term that will result in the Director serving more than nine (9) consecutive years. After serving nine (9) consecutive years, a Director shall be required to be absent from the Board between the end of her last term until the following Election Period.

(c) In determining the length of service as a Director, service prior to the coming into force of this section shall be excluded.

  1. The aforementioned amendments are confirmed effective today, in accordance with the Canada Not-for-profit Corporations Act.

       Against: (8, 3 in the room, 5 online), Motion carried.

7. Questions from Members:

Questions from Members can be found at https://www.youtube.com/watch?v=2K6rsRgocJI.

8. Adjournment

On motion by Marita Moll and seconded by Rosemary Helmer, the meeting was concluded at 4:15 p.m.