2009/08/07 Minutes

Minutes of the Meeting of the CIRA Board of Directors held via teleconference on July 8, 2009 at 10:00 a.m. Ottawa time.

Directors Attending: Paul Andersen, Richard Anderson, Kerry Brown, Heather Dryden (ex-officio), Byron Holland (ex-officio), Ron Kawchuk, Lynne Mackan-Roy, Bill Reid, Jeff Rybak and Rick Sutcliffe

Regrets: John Demco, Christopher Goodfellow, Ross Rader, Barry Shell and Tom Williams

Corporate Secretary: Michael Stewart

Recording Secretary: Albert Chang

Guest: Nancy Philip

1. Approval of Agenda

The agenda was approved as distributed.

2. Approval of the 2009 Audited Financial Statements

The Chair of the Audit Committee noted that this was a very clean audit, there were no substantive adjustments to be made, and nothing significant was identified by the Auditor.

It was therefore resolved that:

  1. The Board of Directors approve the financial statements of the Canadian Internet Registration Authority for the fiscal year ended March 31, 2009;
  2. The financial statements of CIRA be presented to the members of CIRA at the next Annual General Meeting; and
  3. P. Andersen and R. Anderson be authorized to sign CIRA’s 2009 financial statements on behalf of the Board of Directors to signify approval of the Board.

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

N. Philip withdrew from the meeting.

3. Governance Reform

It was noted that the proposed changes to the By-laws represent low-level, un-contentious issues. These changes are intended to be straightforward and uncomplicated, and to not generate significant debate.  This was done with the intent that the proposed changes could be presented to the members at this September’s Annual General Meeting. Following certain minor questions and clarifications,

  1. Be it resolved that the Board of Directors adopt the Amended and Restated By-law No. 1 (revised July 2009); and
  2. Be it further resolved that the Amended and Restated By-law No. 1 (revised July, 2009) be put before the Members at the Annual General Meeting (which is being held in Toronto, Ontario on September 22, 2009), for their approval and adoption.

(Moved:  J. Rybak, seconded:  R. Kawchuk, unanimously carried)

4. Other Business

There was no other business to be conducted. B. Holland thanked the members of Staff and the sub-committee for all their work on the Governance Reform.

5. Next Meeting
    
The next meeting will be held on September 23, 2009 in Toronto, Ontario with the Annual General Meeting taking place on September 22, 2009.

A. Chang, B. Holland and M. Stewart withdrew from the meeting.

6. In Camera Session

The Board of Directors held an in camera session.
    
7. Adjournment

There being no further business, on motion by R. Sutcliffe and seconded by B. Reid, the meeting was concluded.