2007/06/01 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on June 1, 2007 at 8:30 a.m. Ottawa time.

Directors attending: Richard Anderson, Annette Cyr, Bill Graham (ex-officio), Clyde Beattie (ex-officio), John Demco, Robert Ford, Christopher Goodfellow, Ron Kawchuk, Lynne Mackan-Roy (Vice-Chair), Ross Rader, Bill Reid, Debi Rosati (Chair) Jeff Rybak, Bernard Turcotte (ex-officio), Kim von Arx (Secretary)

Guests:  Heather Dryden (Industry Canada), Susan Puderer (CIRA), Norm Ritchie (CIRA)
Recording Secretary: Lynn Gravel (CIRA)

On behalf of the Board, D. Rosati welcomed B. Graham as the new Government of Canada representative.  B. Graham informed the Board that H. Dryden would act as alternate when he was unavailable to attend meetings himself.

1. Approval of Agenda

The Chair proposed that the agenda be amended to include the following items: 1) 5.1 Corporate Reorganization Plan under item 5.0 Revised Operational Plan and 2007-2008 Budget; 2) 6.1 Appointment of Ex-Officio Director under item 6.- Other Business; and 3) 6.2 Approval of Capital Expenditure under item 6. Other Business.

It was resolved that the agenda be adopted with these amendments.

(Moved:  J. Rybak, seconded:  A. Cyr)

2. Update on Committees

2.1 Audit Committee

On behalf of the Chair of the Audit Committee, D. Rosati informed the Board of Directors that the Audit Committee had met on May 31, 2007 to review the audit process and financial statement for the fiscal year end March 31, 2007.  The Auditor reported that he did not find any significant management and/or financial issues to bring to the attention of the Committee.

It was therefore resolved that the Audit Committee recommend to the Board of Directors that  the audited financial statements of Canadian Internet Registration Authority for the fiscal year ended March 31, 2006 be approved.

Be it resolved that:  

1. The Board of Directors approve the financial statements of the Canadian Internet Registration Authority for the fiscal year ended March 31, 2007;

2. The financial statements be presented to the members of CIRA at the next Annual General Meeting; and

3. R. Anderson and D. Rosati be authorized to sign CIRA’s 2007 financial statements on behalf of the Board of Directors to signify approval of the Board.

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

2.2 Governance Committee

R. Ford reminded the Board of Directors that the online motion to amend the Policy on Nominations and Elections was defeated.  The Committee agreed to meet throughout the summer and bring an amendment to the Policy later this fall.

2.3 Technical Oversight Committee

R. Kawchuk reported that the Technical Oversight Committee had met in person on April 23, 2007 wherein N. Ritchie presented a status report on the Disaster Recovery Plan.  As a result staff will develop a project proposal on CIRA’s disaster recovery procedures for the Technical Oversight Committee’s review at its next meeting. 

C. Beattie also recommended that staff prepare a formal policy on Disaster Recovery including risk management for discussion at its next meeting.

2.4 Executive Committee

D. Rosati informed the Board of Directors that she will report on the Committee’s recent meeting in the in-camerasession.

3. Financial and Operational Updates

3.1 Report on all Statutory Obligations

B. Turcotte advised Directors that all statutory payment obligations were up to date as presented in the President’s certificate.  C. Goodfellow requested that, as part of the President’s certificate, the President and CEO report on the cash and investment on hand for the period.

3.2 President’s Report

The President reported on the activities up to April 30, 2007. New registrations for the period of April 1 to April 30, 2007 were at 24,656. Renewals for the period were at 70.2% with a Net New Growth (NNG) of 1.5% for the month of April 2007.

Overall staff was busy with the Membership Authentication project, operational plan and organizational review. The VoIP system was fully implemented. The Strategies Communications Marketing 2007 Trade Show in Montreal scheduled for May 30 and 31, 2007 was cancelled due to lack of participation. 

B. Turcotte noted that staff will be busy with the operational and office space planning, the Membership Drive, the 2007 Annual General Meeting and 2007 Board Elections which will occupy staff until the end of summer. Staff will also be attending the ICANN meeting in San Juan, Puerto Rico from June 25 to 29, 2007.

S. Puderer joined the meeting.

3.3  Review of Q4 2007 Financial Results

S. Puderer reviewed the financial results for the period ending March 31, 2007. Revenue for this period was very close to budget.  The renewal rate was at 77% as budgeted and new registrations were 14,312 greater than budgeted.  The overall growth for the period was 24%. 

Overall expenses are on budget with the exception of the Membership Authentication project which is under budget due to timing differences.  It was noted that these expenses will be incurred in the next fiscal year.  The capital expenses are over budget due to the set up of audio visual equipment in the boardroom.

Staff will report on a quarterly basis starting in September 2007 on the status of projects.

S. Puderer withdrew from the meeting.

4. Update on Membership Authentication

B. Turcotte reported that the Membership Authentication campaign was launched to all Registrants on April 18, 2007.  Although the campaign was still on going, the initial metrics were trending slightly higher than the Pilot response rates.  The current indicators pointed to a final Authenticated Membership population of 10,000 to 12,000 Members. 

N. Ritchie joined the meeting.

J. Demco withdrew from the meeting.

5. Other Business

5.1 Appointment of Ex-Officio Director

B. Turcotte provided some background on J. Demco, one of the founders of Canada’s Internet.  J. Demco managed the dot-ca registry on a voluntary basis, allocating and administering dot-ca domain name at no charge to users, before handing its management over to the Canadian Internet Registration Authority in 2000.  This year marks 20 years since J. Demco was delegated the dot-ca domain by the Internet Assigned Numbers Authority.  Hence, B. Turcotte proposed that J. Demco be appointed as an Ex Officio Director.

Be it resolved that, pursuant to Section 3.01 (b) of CIRA's By-Law No. 1, the Board of Directors hereby appoint J. Demco as an Ex Officio Director to serve on the Board of Directors for an indefinite term starting September 15, 2007.

(Moved:  R. Ford, seconded:  C. Goodfellow, unanimously carried)

J. Demco rejoined the meeting.

R. Anderson joined the meeting.

5.2 Approval of Capital Expenditure

N. Ritchie reviewed the infrastructure update proposal presented to the Technical Oversight Committee on May 31, 2007. Staff noted that this current upgrade proposal is the first of several as outlined in the operational plan and budget.

Be it resolved that the Board approves an expenditure of funds in excess of $100,000 (excluding GST) for the purpose of purchasing new hardware for the back-up, test and development sites. 

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

6. Revised Operational Plan and 2007-2008 Budget

6.1 Corporate Re-Organizational Plan

B. Turcotte noted that the Strategic Plan calls for a significant increase in the organization’s activities and staff have revised the current organizational structure to meet its responsibilities as a steward of the dot-ca as a key public resource for all Canadians; the operator of the dot-ca Registry; and the overseer of a Governance structure that is recognized as being open, accountable, fair and transparent.

B. Turcotte indicated the new positions of Chief Operating Officer, Director of Finance and Administration and Director of Products and Services.  Discussions ensued regarding the roles and responsibilities of each position and how they relate to the objectives outlined in the strategic and operational plan.  It was therefore recommended to the Board of Directors that the proposed organizational chart, as presented, was the most viable. 

7. Next Meeting

The next meeting of the Board will be held on Wednesday, September 5, 2007 in Toronto.  It was the consensus of the Board that the information session and the first Board of Directors’ meeting after the 2007 Directors election be held October 10 to October 12, 2007 in Vancouver.

L. Gravel, N. Ritchie, B. Turcotte and K. von Arx withdrew from the meeting.

8. In Camera Session

The Board held an in camera session.

Following the in camera session, L. Gravel and B. Turcotte rejoined the meeting.

It was the consensus of the Board of Directors to proceed with the proposed organizational plan as presented at this meeting, the operational plan as presented at the previous meeting and that an ad hoc committee be formed to oversee the recruitment of the Chief Operating Officer position.

Be it therefore resolved that the Board of Directors approve:

1. The organizational plan as presented;

2. The operational plan as presented at the April 24, 2007 Board of Directors’ meeting;

3. The formation of an ad hoc committee to a) assist management in the identification and selection of an appropriate Chief Operating Officer for CIRA; b) ensure that a fair and structured process is developed and followed for recruitment and selection of the candidate; and c) bring forward, to the Board, Management and the Committee’s recommendation of the preferred candidate for appointment; and

4. The appointment of A. Cyr as Chair of the ad hoc committee.

(Moved:  L. Mackan-Roy, seconded:  A. Cyr, unanimously carried)

9.  Adjournment 
There being no further business, on motion by R. Rader and seconded by R. Ford, the meeting was concluded at 1:25 p.m.