2011/11/18 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on October 18, 2011 at 12:00 p.m. ET.

Directors attending: Paul Andersen, Richard Anderson, Kerry Brown, John Demco (ex-officio), Andrew Escobar, Byron Holland (ex-officio), Jim Grey, John King, Rowena Liang, Louise Macdonald, Susan Mehinagic, Barry Shell, Bill St.Arnaud, Victoria Withers

Regrets: Heather Dryden

Corporate Secretary: Michael Stewart

Guests: Paul Havey, Pamela Miller (Industry Canada)

Recording Secretary: Lynn Gravel

1. Welcome to New Directors

On behalf of the Board, the Chair welcomed the newly elected Board Directors – A. Escobar, S. Mehinagic and B. St.Arnaud and re-elected Board Director - K. Brown.

2. Approval of Agenda

A revised agenda was circulated to include a Report from the Governance Committee and a change to the order of the items.

It was the consensus of the Board of Directors that the revised agenda be adopted.
    
3. Substitute Chair

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

4. Appointment of Officers

The Temporary Chair noted that Director P. Andersen was appointed as Chair for a two year term and had previously offered when he first assumed the position, that his appointment as Chair be reviewed each year of his term, to ensure continued confidence by the Board in his role as the Chair.  

The Temporary Chair called for nominations for the Chair of the Board.  After all nominations were made, a motion to close nominations for Chair was made by V. Withers and seconded by J. King, motion carried. Following the close of nominations, the Chair of the Board was appointed in accordance with s. 7.03(a) of the Amended and Restated Bylaws.

Be it resolved that the Board of Directors appoint Paul Andersen to the position of Chair of CIRA to hold office for the remainder of his two-year term or until the next Board meeting after the expiry of such two year period and until the successor is appointed, whichever is later or until earlier resignation or removal.

(Moved: V. Withers, seconded: J. King, abstaining: P. Andersen, motion carried)

J. Demco retired as Temporary Chair; P. Andersen resumed the Chair.

The Chair thanked everyone for the opportunity to serve again as Chair.   

The Chair called for nominations for the Vice-Chair of the Board.  After all nominations were made, a motion to close nomination for Vice-Chair was made by R. Anderson and seconded by
J. King, motion carried. Following the close of nominations, the Vice-Chair of the Board was appointed, from the nominated persons, in accordance with s. 7.03(a) of the Amended and Restated Bylaws.

Be it resolved that the Board of Directors appoint Jim Grey 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:  K. Brown, seconded: S. Mehinagic, abstaining: J. Grey, motion carried)

The Board of Directors extended its appreciation to R. Anderson for his role as Vice-Chair in the past two years.

M. Stewart joined the meeting.

5. Corporate Calendar for 2011-2012

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 come back to the Board of Directors at the next meeting with alternative meeting dates as well as meeting dates for the 2012-2013 calendar.  
 
P. Havey joined the meeting.

6. Accumulated Surplus Policy

P. Havey presented the context for the upcoming changes to the Accumulated Surplus policy and discussed the manner in which the current policy relates to specific balances as reflected on the Statement of Financial Position.  It was the consensus of the Board of Directors that staff make recommendations on a methodology/calculation and policy to the Audit Committee for their review and approval no later than February 28, 2012.  

P. Havey withdrew from the meeting.

7. Report from the Governance Committee

The Chair of the Governance Committee reported that the Committee had reviewed the mandate, scope and responsibilities of the Board's Committees by requesting input for changes.  It was noted that based on the feedback received, it was felt that the terms of reference of the Committees were in a reasonable state. As well, organizational changes to the structure of the Committees may be contemplated in the near future to coincide with the new Canada Not-for-Profit Corporations Act.

As for the composition of the Committees, Directors were asked to reflect on their skills and experience and respond with their interest in serving on Committees and in serving in a Chair capacity.

There had been some discussion on combining the Budget Committee with the Audit Committee but given the workload of implementing IFRS it was agreed to continue with the current Audit and Budget Committee structure. It was however recommended that the Audit Committee undertake some additional responsibilities such as the approval of the audit plan; review the financial management of the accumulated surplus; and revise section 5 (a) (IV) regarding the approval of the auditor's remuneration.

P. Miller joined the meeting.

Regarding the Policy Advisory Committee, no recommendations were solicited since it was still in the early stages.  Some discussions ensued regarding the composition of the Committee and it was agreed that the Committee would include an additional independent member of the Board of Directors as well as have two Co-Chairs, one of which shall be a member of the Board of Directors.   

With respect to the Executive Committee, a change in wording was also proposed in section 5 (h) of the Executive Committee's terms of reference to reflect best practice.

The Board of Directors directed staff to make the necessary changes to the terms of reference for approval by the Board of Directors electronically.  

It was therefore resolved that the Board of Directors approve the Terms of Reference for the 2011-2012 Audit, Budget, Governance, Technical Oversight and Executive Committees as presented.

(Moved: J. King, seconded: K. Brown, unanimously carried)
        
8. Appointment of Committee Chairs

Be it resolved that the Board of Directors appoint R. Liang as Chair of the Audit Committee,
J. King as Chair of the Budget Committee, V. Withers as Chair of the Governance Committee and K. Brown as Chair of the Technical Oversight Committee.

(Moved: P. Andersen, seconded: A. Escobar, unanimously carried)

Staff noted that, according to the terms of reference of the Executive Committee, the Chair of the Executive Committee shall be the Chair of the Board of Directors.

9. Appointment of Executive Committee

Be it resolved that the Board of Directors appoint the Chair, Vice-Chair, Chair of the Audit Committee, Chair of the Governance Committee, and Chair of the Technical Oversight Committee to the 2011-2012 Executive Committee.

(Moved: J. King, seconded: B. St.Arnaud, unanimously carried)
    
10. Report from the Policy Advisory Committee

J. Demco reported that the Policy Advisory Committee had met on two occasions concerning the appointment of new members for the Committee and to discuss policy issues affecting the .CA domain.  It was noted that the Committee had previously agreed to an appointment process and screening criteria. As such, the Committee evaluated 11 applications for members of the Canadian Internet community and recommends the appointment of four individuals for the remainder of the initial term of the Committee.   

It was therefore resolved that the Board of Directors appoint the following individuals as a Community member of the Policy Advisory Committee to hold office for the remainder of the initial term of the Policy Advisory Committee: Maureen Cubberley, Bill Graham, Ross Rader and Matt Stein.

(Moved: R. Liang, seconded: J. King, unanimously carried)

Be it further resolved that the Terms of Reference for the Policy Advisory Committee  be amended as follows:
 

  • Section 6, “two independent members of the Board of Directors” be amended to read “three independent members of the Board of Directors; Section 7 be deleted and replaced with the following:  “The Board shall appoint one or more Chairs, at least one of which shall be a member of the Board of Directors.”; and
  •  that the Board of Directors appoint the following individuals as members of the Board of Directors of the Policy Advisory Committee to hold office for a one year term:  Richard Anderson, John Demco and Bill St.Arnaud.

(Moved: J. King, seconded: L. Macdonald, unanimously carried)

Be it further resolved that Richard Anderson and Ross Rader be appointed as Co-Chairs of the Committee.

(Moved: A. Escobar, seconded: R. Liang, unanimously carried)

11. Appointment of Committee Members

Be it resolved that the following individuals are hereby appointed as a member of the Audit Committee to hold office pursuant to the Audit Committee Terms of Reference: P. Andersen,
R. Anderson, J. Grey, R. Liang and S. Mehinagic.

Be it further resolved that the following individuals are hereby appointed as a member of the Governance Committee to hold office pursuant to the Governance Committee Terms of Reference:  P. Andersen, , J. Demco, A. Escobar, L. Macdonald, S. Mehinagic and V. Withers.

Be it further resolved that the following individuals are hereby appointed as a member of the Technical Oversight Committee to hold office pursuant to the Technical Oversight Committee Terms of Reference: K. Brown, J. King, B. Shell, B. St.Arnaud and R. Liang.

Be it further resolved that the following individuals are hereby appointed as a member of the Budget Committee to hold office pursuant to the Budget Committee Terms of Reference: J. Grey,  J. King, L. Macdonald, B. Shell and V. Withers.

(Moved:  B. St.Arnaud, seconded Mehinagic, unanimously carried)

12. Other Business
    
The Board of Directors requested that staff investigate remote participation for Directors should they not be able to attend in person.

13. Next Meeting

The next meeting of the Board will be late November, the exact date to be determined.  

B. Holland, L. Gravel and M. Stewart withdrew from the meeting.

14. In-Camera Session

The Board of Directors held an in camera session.

Following the in camera session, L. Gravel rejoined the meeting.

15. Adjournment

There being no further business, on motion by K. Brown and seconded by B. St.Arnaud, the meeting was concluded at 3:50 p.m.