2012/11/28 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on November 28, 2012 at 9:30 a.m. Ottawa time.

Directors attending: Paul Andersen, Kerry Brown, Andrew Escobar, Michael Geist, Bill Gibson, Rowena Liang, Louise Macdonald, Carole Mackaay, Kevin McArthur, Susan Mehinagic (by telephone), Bill Sandiford, Bill St.Arnaud

Board Advisors: John Demco, Heather Dryden, Byron Holland

Guests: Findlay Beith, Jacques Latour, Adam Scott (Industry Canada), Andreea Todoran (Industry Canada)

Corporate Secretary: Michael Stewart

Regrets: Heather Dryden (Board Advisor)

Recording Secretary: Lynn Gravel

1. Approval of Agenda

The agenda was approved as presented.

The Chair informed the Board of Directors that H. Dryden was stepping down as the Government of Canada representative due to other time commitments with international affairs. On behalf of the Board, the Chair welcomed A. Scott and A. Todoran as the new Government of Canada representatives.

2. Approval of the Draft Minutes of the October 30, 2012 Board of Directors' Meeting

The Chair noted that a revised version of the minutes had been circulated earlier noting changes to item 6. Approval of the Committee's Mandate and Structure and item 8. Director Compensation Review. The Board of Directors adopted the minutes with the changes to item 8. Director Compensation Review.

3. Financial and Operational Updates

3.1 Report on all Statutory Obligations

This report was provided to the Board of Directors as information and tabled at the meeting.

3.2 Management Report

This report was provided to the Board of Directors as information and tabled at the meeting.

There was some discussion regarding registration activities and how the .CA was trending as compared to other ccTLDs. Staff noted that when looking at the top 25 ccTLDs, CIRA was doing quite well but all were experiencing a slowdown except for Russia and Brazil. It was noted that renewals remained on average at 79% over the last year, slightly above other ccTLDs. This was likely due to the auto renew feature introduced last year. There was also some discussion regarding the signing of the .CA zone. Staff reported that changes to the zone file will be done in the new year. For the moment, Registrants will be able to submit a key manually and once the Registry is automated, an announcement will be made. In the meantime, staff will look into possibly making the data available to the public.

F. Beith joined the meeting.

3.3 Review of Q2 2013 Financial Results

The financial statements were provided to the Board of Directors as information and tabled at the meeting.

Staff gave a brief overview of the actual financial results as compared to the budget for the period ending September 30, 2012. It was noted that as highlighted in the Q1 2013 financial results, net new registrations continue to track lower than budgeted and at the end of Q2 2013, net new registrations were 37.6K units lower than budget. As a result, FY2013 registration revenue for the year will be at a minimum $500K lower than budget.

F. Beith withdrew from the meeting.

4. Approval of Mandate and Structure of Committees

The Chair of the Governance Committee reminded the Board of Directors that the draft mandate and structure of the Committees were approved at its meeting on October 30, 2012. At its last meeting in November, the Governance Committee reviewed the feedback received and incorporated most of the proposed changes. The Governance Committee was therefore recommending that the Board of Directors approve the mandate and structure of each Committee as presented. It was further noted that some email correspondence had been received since then and these comments would be considered at the next Governance Committee meeting or during the annual review.

It was therefore resolved that the Board of Directors approve the role descriptions, Committee mandates and procedures as presented.

(Moved: S. Mehinagic, seconded: C. Mackaay, opposed: K. Brown, K. McArthur, motion carried).

5. 2013 Elections

5.1 Policy on Nominations and Election

Staff noted that the changes to the 2013 Policy on Nominations and Elections dealt only with date changes.

Be it resolved that the Board of Directors approve the Policy on Nominations and Elections 2013 as presented.

(Moved: B. Sandiford, seconded: K. Brown, unanimously carried)

5.2 Appointment of Returning Officer

Staff recommended that the Returning Officer Richard Vickers be re-appointed for the 2013 Elections.

Be it resolved that the Board of Directors re-appoint Richard Vickers as the Returning Officer for the 2013 Election and set the 2013 Returning Officer's remuneration at $250 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

Be it further resolved that the Board of Directors re-appoint Eric Lay to assist the 2013 Returning Officer in carrying out his duties and set the remuneration at $175 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

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

6. Update and Discussion of 2014-2016 Strategic Plan

B. Holland summarized the key points from the strategic planning session held the previous day. Overall there was some areas to be tweaked, primarily to the top level goal and the top level framework. It was agreed that staff would review the "Explore" definition to capture the intent as well as provide a comparison on performance and costing to other like Registries. The Board of Directors also expressed strong support for exploring CIRA’s support of the establishment of an entity similar to a Canadian ISOC Chapter, as well as an “arms length” Advisory Committee of the Board to administer and distribute funds to third parties in support of Internet Related Activities.

As the next step, staff will review and update the strategic plan presentation from the feedback received as well as provide a final plan in a narrative form at its January 2013 meeting.

7. Next Meeting

The next meeting of the Board will be held on January 10, 2013 in Ottawa.

8. Other Business

8.1 Debrief on Security Incident

Staff reported on a security incident and noted that the problem was quickly isolated and services restored.

8.2 Thanks to Government Representative

On behalf of the Board of Directors, the Chair conveyed CIRA's thanks and appreciation to

H. Dryden for her time and dedication to the organization as the Government Representative of the Board of Directors over the past 5 years.

(Moved: P. Andersen, seconded: B. Holland)

L. Gravel and M. Stewart withdrew from the meeting.

9. In-Camera Session

The Board of Directors held an in camera session.

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

10. Adjournment

There being no further business, the meeting was concluded at 11:20 a.m