2017/11/16 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the Marriott Downtown Toronto on November 16, 2017

Directors attending: Alex Beraskow, Ryan Black, Andrew Escobar, Michael Geist, Jill Kowalchuk (via conference call), Rowena Liang, Louise Macdonald, Tyson Macaulay, Helen McDonald, Marita Moll, Bill Sandiford, Rob Villeneuve

Advisors: John Demco, Byron Holland, Pamela Miller

Corporate Secretary: Paul Havey

Guests: Steven Barry, Albert Chang, Dave Chiswell, David Fowler, Jacques Latour

Recording Secretary: Lynn Gravel

1. Welcome New Directors

The Vice-Chair welcomed the newly elected and re-elected Board Directors – R. Black, J. Kowalchuk, T. Macaulay and A. Escobar. 

2. Approval of the Agenda

It was moved by R. Liang and seconded by L. Macdonald that the agenda be adopted as presented.

3. Appointment of Substitute Chair – John Demco

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

4. Appointment of Chair

The Temporary Chair called for nominations for the Chair of the Board.  After all nominations were made, a motion to close the nominations for Chair was made by L. Macdonald and seconded by M. Geist. Following the close of nominations, the Chair of the Board was appointed in accordance with s. 8.03(a) of the Amended and Restated Bylaw No.1.

Be it resolved that the Board of Directors appoints Helen McDonald 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 the expiry of her term as Director or until earlier resignation or removal.

(Moved:  A. Escobar, seconded: R. Black, abstaining: H. McDonald, motion carried)

5. Appointment of Vice-Chair

The Temporary Chair called for nominations for the Vice-Chair of the Board. After all nominations were made, a motion to close nominations for Vice-Chair was made by R. Black and seconded by R. Liang.  Following the close of nominations, the Vice-Chair of the Board was appointed in accordance with s. 8.03(b) of the Amended and Restated Bylaw No.1.

Be it resolved that the Board of Directors appoints Rob Villeneuve 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: R. Black, seconded: R. Liang, abstaining: R. Villeneuve, motion carried)

6. Chair’s and Vice-Chair’s Remarks

The Chair and Vice-Chair thanked everyone for their support and expressed that they looked forward to working with everyone throughout the year.

J. Demco retired as Temporary Chair; H. McDonald resumed the Chair. 

Steven Barry, Dave Chiswell, David Fowler and Jacques Latour joined the meeting.

7. Consent Agenda

The Chair called for any items to be removed from the consent agenda for discussion.

It was requested that the draft minutes of the September 18, 2017 Board meeting be moved to the regular agenda for discussion.

It was therefore resolved that the Report on the Statutory Obligations be adopted as presented.

(Moved: M. Moll, seconded: L. Macdonald, motion carried)

R. Black withdrew from the meeting.

8. Financial and Operational Updates

8.1 Management Report

This report was provided as information and tabled at the meeting.

Staff highlighted an issue that has arisen in the domain space pertaining to the increasing pressure on ccTLDs to monitor and shut down websites with questionable content. This issue was discussed at a recent CENTR meeting where it was noted that registries are increasingly moving down the spectrum from a strict approach of requiring court orders, to co-operating with law enforcement agencies and trusted notifiers.

It was noted that CIRA’s position is to have no involvement on the content of .CA websites and that CIRA adopts a strict approach whereby it will only take action on a domain name in response to a Canadian court order or other Canadian judicial instrument.  The board was asked if CIRA should reconsider this approach. There were various views expressed on this issue. Some board members expressed the opinion that requiring a court order is the correct approach, whereas others indicated that registrars are better equipped to deal with this issue as they have the benefit of a user agreement, and can take action based on a violation of these terms and conditions. Overall, there was minimal appetite from the board to make changes to CIRA’s existing policies at this point in time. Moving forward, it was agreed that CIRA should articulate its policy on its website to provide guidance, and as well, to publish a transparency report each year detailing the number and nature of court orders it received that year. It was also agreed that CIRA should engage with its registrars to determine whether any common ground can be reached on this issue.     

There was also discussion on the effect of the recent price increase.  It was noted by some Board members that based on individual research, in certain cases, some of the Registrars had doubled the price of their domain registrations.  Staff noted that it does track retail prices and that overall, staff was not seeing major shifts. It was also noted that caution should be exercised on how the results are viewed given that it is still early days following the price increase. More insight would be gleamed over time and assessed once a longer period has elapsed. The board is interested in tracking the top ten registrar prices for new and renewed domain names.

An in-camera occurred as part of the Management Report.  

R. Black rejoined the meeting.

J. Kowalchuk withdrew from the meeting.

9. Approval of the Draft Minutes of the September 18, 2017 Board of Directors’ meeting

Edits to the draft minutes were made to capture the board’s view on gender diversity within the organization and to the FURY Registry Services Agreement discussion. 

It was therefore resolved that the draft minutes of the September 18, 2017 Board of Directors’ meeting be approved with these amendments.

(Moved: B. Sandiford, seconded: L. MacDonald, unanimously carried)

10. 2017 Returning Officer’s Final Report

The report was provided to the Board of Directors as information and tabled at the meeting. Highlights noted that the 2017 Election had proceeded smoothly again. The Returning Officer’s final report noted no material deviations from the Policies or Election Rules requiring a report to the Board.

11. Appointment of Returning Officer

Be it resolved that the Board of Directors appoint Richard Vickers as the Returning Officer for the 2018 Election and that the 2018 Returning Officer's remuneration be set at $250 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

(Moved: R. Liang, seconded: M. Moll, unanimously carried)

Be it further resolved that the Board of Directors appoint Linsey Rains to assist the 2018 Returning Officer in carrying out his duties and that the remuneration be set at $200 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

(Moved: R. Liang, seconded: M. Moll, unanimously carried)

12. Committee Reports

12.1 Report from the Community Investment Committee

The Chair of the Committee provided an update on the program and the timelines for the next round of funding. 

Staff reported on the partnership with Amazon Web Services (AWS) for the granting program recipients.  The services will provide the grant recipients with a full suite of cloud services, training and support.  The Community Investment Committee will be offering the AWS to the grant recipients in the next round.

The Chair of the Committee reported that the Committee had met recently to discuss potential changes to the program going forward. It was noted that there was general alignment on implementing these program changes. The Committee considered four key concepts: larger grants; partnerships; broad themes; and developing tools for common requests and other support.

The Committee proposed an incremental budget for the additional activity with the exception of the tool development, which could be taken from existing annual funding.  The Committee finds that year over year, proposals are received for website building and digital literacy content.  The Committee was therefore requesting that a generic tool be built for these common requests.  The Committee is aware that the proposed changes to the granting program could increase the complexity of the overall program and result in having to build a separate methodology and granting process for some of the changes. The proposed changes could also result in a second and different funding cycle, and as well, result in more rigorous measurement methodology for large grants.

The Committee noted that it would like to integrate the proposed changes within the FY19 planning cycle and determine the additional funding and new projects.

Overall, the board was supportive of the proposed changes and direction.

The Chair of the Committee noted that the term for three members of the Committee was ending and all had agreed to serve for another one-year term.

It was therefore resolved that the Board of Directors re-appoint Paul Andersen, Elliot Noss and Iris Almeida-Côté as members of the Community Investment Committee for a one-year term.

(Moved: B. Sandiford, seconded: M. Moll, unanimously carried)

On behalf of the Board, the Chair thanked the Chair of the Committee for his time and effort in setting up this program and managing its development over time.

12.2 Report from the Market Strategy Committee

The Chair of the Committee reported that at its last meeting, the Committee had reviewed the feedback received from the Board Effectiveness Survey.

Going forward, the Chair will be providing the Board with a more fulsome update on the progress made on each product.  The Committee will also be working with cross-committee responsibilities on the product cost allocations, return on investment and risk. 

Staff noted that an update on the product scorecard and a review of the portfolio is provided to the Committee at every meeting.  Staff provided an overview of the sales opportunities and priorities for the quarter. There was discussion regarding the municipal IPT subscription and whether this service should continue to be provided on a paid basis.

12.3 Report from the Compensation and Review Committee

The report from the Compensation and Review Committee will be discussed in-camera, at the conclusion of the meeting.

13. Review of Q2/FY18 Financial Results

Staff provided an overview of the Q2/FY18 results.  Staff highlighted that Registration revenue at the end of the second quarter of FY18 was $233K higher than the budget. Cumulative New Domain Registrations at the end of the quarter exceeded the budget by 5K units, while Cumulative Domain Renewals exceeded our budget by 25K units. The core operating expenses had an overall positive variance of $505K primarily related to timing differences.

The overall Community Investment Program had a favourable variance of $312K compared to budget driven largely by timing on the final issuance of a few grants.  

14. Other Business

14.1 Strategic Plan Update

Staff reminded the Board that we are approaching the halfway point of our four-year strategic plan.  Staff gave a brief overview of the achievements so far noting that overall the organization was progressing well against its strategic plans, goals and strategies.

Staff noted that this was a good time to step back and reflect on the next two years. Over the next few meetings, there will be discussion to review, debate and renew the strategy for the balance of the planning period.

14.2 Corporate Calendar 2017-2019

The Board of Directors reviewed the schedule of Board meetings for the upcoming year.  Due to some scheduling conflicts, it was agreed that staff would poll the Board with alternative dates.  

14.3 Committee Membership Process Discussion

Due to time constraints, this item was deferred to the in-camera session.

S. Barry, A. Chang, D. Chiswell, D. Fowler, L. Gravel, P. Havey, B. Holland and Jacques Latour withdrew from the meeting.

15. In-Camera Session

The Board of Directors held an in-camera session.

16. Adjournment

There being no further business, the meeting was concluded at 4:00 p.m.