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Changing CIRA's Board Selection Process

I have a proposal as it relates to Governance:

 

As many have noted I sat on the CIRA Board for a little over a decade on and off with the last few years as the Board’s Chair. As I started my tenure on the first elected Board I saw the Board and the Organization evolve significantly over that period

During that time we grew from a handful of staff and a modest budget trying to run a registry with just over 60,000 domains. Today the organization has grown to near 100 people and in the period from 2008 to 2013 .CA doubled in size with the registry now just north of 2.5 million domains. CIRA has also diversified into other areas and has also successfully launched a community investment program.

As the organization is larger and more complex it needs to ensure that it has a proper diversity of skill sets and experience on its board.

The last major set of Governance changes put in a split ballot and independent Nomination Committee in the hope that the mix would occur. With nearly a decade under that system the process has generally produced good results; however, the growing complexity of the organization puts a larger stress on the process. The nomination committee is currently hampered in that it can only put forward a slate and not seat members on the Board itself.

At the same time there has always been a concern about the ability for member driven nominations to proceed is limited by a single seat.

So I ask the Candidate’s view on the following proposal:

Would you support moving the Board such that six members of the Board are directly seated by the Nomination Committee and have the remaining six elected by open nomination.

In effect this moves the number of seats the Nomination Committee deals with from nine to six and doubles the number of member nominees. However the membership would vote for only half the Board.

There are several details on how this would work under the not for profit legislation; however, do you support this concept and why or why not?

Discuss.


  • Thank you for posting your proposal, Paul - in the nick of time, as I think the forum is supposed to close shortly.

    As a gut feeling I lean towards supporting this proposal - or something in a direction like that as I always thought the members should have more voting power and the majority of the NomCom candidates gets seats. However a huge change like this requires more thought than a gut feeling - an extensive discussion and and more detailed consideration about the potential implications and the regulations CIRA has to comply with,

    I have to pack and get some sleep - hope to meet most of you tomorrow.

    Thanks for raising this Paul. This is a complicated topic and has a lot to do with corporate governance and ensure that there is the proper composition and  required skill sets to govern the organization properly. We need to consideration tenure, mix of skill sets, regional and gender diversity,...just to name a few.

    As you said, the organization is larger and more complex it needs to ensure that it has a proper diversity of skill sets and experience on its board. While you raised some good points I am not sure that leaving 1/2 the board in the hands of open nomination will produce an effective governing body. Especially given the very limited number of member participation. 

    Your idea has much merit and deserves to be discussed further.

    Specifically, every Board must have a combination of competencies - skills and knowledge – for good governance.  As a member “owned” organization its shareholders should also have more of a good say. 

    .

    As a specialist in organizational governance ( https://linkedin.com/in/marklatham ) I would recommend giving priority to maintaining accountability to CIRA's members. This helps protect the public interest against the risks of concentrating power in a small group of people, and self-serving behaviour at some point in the future.

    I've posted on this CIRA issue before at:

    http://votermedia.blogspot.ca/2012/04/keep-canadas-internet-democratic-o...

    where I outlined reasons for reforms including:

    - Continue to let both the nominating committee and the general membership nominate board candidates.

    - Don't separate the nominees into two slates as we are doing now.

    Since this forum is closing soon, I welcome continued discussion at:
    http://votermedia.blogspot.ca/search/label/CIRA

    As a current (though retiring with this election cycle) director, I've done my best to stay out of the forum this year -- but I have to respond to this 'proposal' -- especially as it is coming forward from a member of the nomcom and former chair of the board. 

    In my opinion, the nominating committee must not be allowed to directly seat board members. Due to some bad anti-transparency policy, the Directors in minority cannot speak publicly about whats going wrong on this board, or of how this nomcom is being selected, but I would caution members to very carefully evaluate any candidate that would want to make such a change. 

    If we're going to reopen governance reform -- and I sincerely hope we never do as it will lean heavily towards incumbent interest -- then I would argue for less power for the nominating committee and the creation of a single integrated election slate. We should be empowering the membership to decide who serves on this board rather than making those choices for them based on processes controlled by half + 1 of the incumbent directors.

    Kevin,

     

    You make a good point worth clarifying. I did just complete a cycle as NomCom Chairman and as noted sat on the Board for several years. Just so it is clear this is not a view of the NomCom, the CIRA Board or CIRA. Frankly it may not even be my view. 

     

    My hope with this and the other questions was to better understand potential members of the Board and how they view issues less in a hypothetical sense but with actual issues we've seen the organization face. 

    Glad to see this and other topics has garnered a bit of excitement on the forum not only from candidates but other members. 

     

    Cheers,

     

    Paul

     

    Thank you Kevin for your comments, especially important for those of us who haven't been on the board yet.

    I always appreciate hearing Kevin's point of view. Thanks, Kevin.

    To the original question, I'd say that, while the complexity of CIRA may be growing, it's clear one of the ongoing issues to dig into is in the area of member engagement. If the balance is that procedural, technical, and usability roadblocks are preventing Canadians from participating in building 'a better online Canada' then those roadblocks need to be mitigated so we can better encourage member participation.

    If the concern from CIRA is having a board with the expertise to oversea a growing, diversified CIRA, this should be articulated so the members can understand these concerns and make informed decisions. Not giving the membership the ability to lead the board selection process, however, seems against the spirit of the organization.


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