MINUTES of the Annual General Meeting (“AGM”) of the Members of the Canadian Internet Registration Authority (“CIRA”) held virtually on September 27, 2023 at 1:00 p.m. ET
1) Call to order and approval of the agenda:
Jill Kowalchuk, the Chair of the Board of Directors of CIRA (the “Board”), called the meeting to order and acted as Chair of the meeting. Brigitte LeBlanc-Lapointe, the Corporate Secretary of CIRA, acted as Secretary of the meeting.
The Chair declared that in accordance with CIRA’s By-Law No. 1, Notice of the AGM had been duly given to all voting members of CIRA. With 128 voting Members present, quorum was confirmed and the meeting proceeded as duly constituted for the transaction of business. There being no objections or changes, the agenda of the meeting posted on CIRA’s AGM website on August 23, 2023 was approved.
2) Verification of the 2022 Annual General Meeting minutes:
There being no proposed amendments to the minutes of the Annual General Meeting held September 15, 2022, the Chair noted that these minutes as presented at the AGM stood as approved.
3) Summary of the Financial Statements for fiscal year ending March 31, 2023
The Chair introduced Alourdes Sully, the Chair of the Board’s Finance, Audit, Investment and Risk Management Committee (“FAIR”). Ms. Sully presented the financial statements for the fiscal year ended March 31, 2023 and a copy of the Auditor’s Report thereon.
The financial statements can be viewed on CIRA’s website at https://www.cira.ca/uploads/2023/08/CIRA-financial-statements-FY23.pdf.
Questions and comments from Members related to this item can be found at https://www.youtube.com/watch?v=18x4XZxvGqE&t=20m58s
4) Appointment of auditors
It was moved by Matthew Gamble and seconded by Paul Madden, that Welch LLP be re-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 be authorized to establish the remuneration of the Auditors.
A point of order was raised regarding questions submitted to the auditors prior to the meeting. The Chair considered the demand for answers to previously submitted questions and the Corporate Secretary responded that pursuant to the Canada Not-for-profit Corporations Act (“CNCA”) CIRA’s public accountant shall attend the meeting and answer questions related to their duties. The Chair further clarified that the public accountants (auditors) were in attendance at the meeting and available to answer questions related to their duties.
A point of order was raised relating to time allocated to the question period. The Chair considered the demand and extended the question period to accommodate additional questions.
Questions from Members related to this item can be found at: https://www.youtube.com/watch?v=18x4XZxvGqE&t=31m00s
Comments from Members related to this item can be found at: https://www.youtube.com/watch?v=18x4XZxvGqE&t=63m57s
The Chair called for a vote on the motion at hand.
(Votes for: 121, Votes against: 25, Abstentions: 10)
The Chair declared the motion carried.
5) Adjournment
It was moved by Matthew Gamble and seconded by Jason Wells that the meeting be concluded.
The Chair called for a vote on the motion at hand.
(Votes for 132, Votes against: 9, Abstentions: 5)
The Chair declared the motion carried, and the meeting was concluded at 2:15pm ET.
