2007/09/06 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the Royal Meridien King Edward Hotel, Toronto, Ontario on September 6, 2007 at 8:30 a.m.

Directors attending: Clyde Beattie (ex-officio), Annette Cyr, John Demco, Robert Ford, Heather Dryden (ex-officio), Christopher Goodfellow, Ron Kawchuk, Lynne Mackan-Roy (Vice-Chair), Ross Rader, Bill Reid, Debi Rosati (Chair), Jeff Rybak, Jacob Glick (Secretary)

Regrets: Richard Anderson

Guests: Inspector Carole Bird (RCMP), Michael Geist (University of Ottawa), Ron Harbottle (CIRA), Susan Puderer(CIRA), Claude Richer (RCMP), Norm Ritchie (CIRA)

Recording Secretary: Lynn Gravel (CIRA)

1. Approval of Agenda

The Chair proposed that the agenda be amended to include the Purchase of USB Memory Keys under Other Business.

It was resolved that the agenda be adopted with this amendment.

(Moved: J. Demco, seconded:  J. Rybak)

2. Approval of the Draft Minutes of the August 8, 2007 Board of Directors’ Meeting

It was resolved that the minutes of the August 8, 2007 Board of Directors’ Meeting be approved as distributed.

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

3. Update on Committees

3.1 Governance Committee

R. Ford informed the Board that the Governance Committee had met in July to review the process for executive changes and that the minutes of the meeting would be available soon.

3.2 Technical Oversight Committee

R. Kawchuk reported that the implementation of the Disaster Recovery Plan was underway and a recommended policy statement would be tabled later in the meeting.

3.3 Executive Committee

D. Rosati updated the Board of Directors on the search for the President and Chief Executive Officer (CEO). The Executive Committee is in the process of finalizing the CEO profile and once complete, Ray & Berndston will be building a candidate pool. D. Rosati asked that the Board of Directors forward resumes of any potential candidates to the Manager, Corporate Affairs.

4. Financial and Operational Updates

4.1 Report on all Statutory Obligations

R. Harbottle advised Directors that all statutory payment obligations were up to date as presented in the certificate and staff will be accounting for all cash and investments on hand as of the next meeting. R. Ford, Chair of the Governance reported that, after investigation by the Governance Committee, no additional statutory obligations needed to be reported.

N. Ritchie joined the meeting.

4.2 Management Report

R. Harbottle reported on the activities up to June 30, 2007. New registrations for the period of April 1 to June 30, 2007 were at 96,076. Renewals for the period were at 75.8% with a Net New Growth (NNG) of 4.8%.

Overall staff was busy with the Membership Authentication project, Elections and the Annual General Meeting. R. Harbottle reviewed the organizational chart and noted the new hires and promotions within the organization. It was agreed that the hiring of the Director, Finance and Administration and the Director, Products and Services be delayed until the President and CEO is employed. Staff will follow-up with the individuals that have submitted their resume.

Office space planning, new hires, back-up site, WHOIS implementation and the policy fiesta will occupy staff until the end of December 2007.

R. Ford requested that staff determine CIRA’s role at ICANN including background information on other ccTLD’s relationships with ICANN and report back to the Board of Directors at a later meeting.

4.3 Review of Q4 2007 Financial Results

S. Puderer reviewed the financial results for the period of April 1 to June 30, 2007. Revenue for this period was lower than budgeted due to 7,530 fewer domains registrations. New registrations for this period are at 96% of the budget and the actual renewal rate is down from the budgeted 77% to 75.8%.

Overall expenses are on budget with the exception of a few projects which are under budget due to timing differences.

S. Puderer informed the Board of Directors on the upcoming expenditures for the primary site, the DNS Anycast project and Oracle licenses all of which were worth over $100,000. The Board of Directors directed staff to develop an approval process for expenditures over $100,000 already approved in the budget. Staff will report back on a procurement process as well as a charitable donation policy for the Board’s consideration at a meeting later this fall.

R. Rader withdrew from the meeting.

5. Update on Membership Authentication

J. Glick reported that the Membership Authentication campaign was wrapping up and a more detailed report would be provided to the Board of Directors at the next meeting. It was noted that initial expectations were to acquire 2,500 Members under the new authenticated system. As of August 21, 2007 over 490,000 invitations have been sent, 54,930 calls made and close to 14,000 Members authenticated.

This project involved every department and recognition was due to all staff for collaborating so effectively. The new Membership Authentication process will require ongoing operational support and support for the existing member pool.

6. Policy Statement for IT Contingency Planning

N. Ritchie presented the roadmap for IT Contingency planning and reminded the Board of Directors that the proposal for developing an IT Contingency plan was reviewed and endorsed by the Technical Oversight Committee in May 2007. N. Ritchie reviewed the seven steps of the roadmap and noted that the first step was the development of the contingency policy statement.

It was resolved that the Board of Directors approve the following Policy statement for IT Contingency Planning:

CIRA shall develop procedures and controls for each critical registry service and office support function such that the registry services may continue even when there are unexpected interruptions to the availability of computing resources, network resources, and the office environment.

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

N. Ritchie informed the Board of Directors that an IT technical expert has been retained as the Disaster Recovery prime and training on Disaster Recovery for key staff has been scheduled for October 2007.

N. Ritchie also reported that the Business Impact analysis was nearly complete. Interviews have been conducted with all technical management and staff and an inventory of services, subsystems, and dependencies has been generated.

7. Other Business

D. Rosati informed the Board of Directors that, in light of timing, staff had requested that the Executive Committee approve a purchase order in the amount of $143,550 for 7,500 USB memory keys for the Membership Authentication campaign.

Be it resolved that the Board of Directors hereby ratifies the purchase of USB memory keys for the Membership Authentication project in the amount of $143,550.

(Moved: B. Reid, seconded: J. Rybak, unanimously carried)

8. Next Meeting

The next meeting of the Board will be held on October 12, 2007 in Vancouver.

9. Presentation by Inspector Carole Bird and Michael Geist

J. Glick provided the Board of Directors with an overview of the WHOIS policy development process since 2003.

Inspector Bird of the RCMP Technological Crime Branch presented to the Board of Directors the issues of continuing concern for the RCMP, specifically the requirement to get a warrant to access previously public data and the automatic notification of registrants when their information is disclosed.

M. Geist discussed the specifics of the CIRA WHOIS policy and the merits of a reformed WHOIS. M. Geist stated that the new WHOIS policy is compliant with PIPEDA and that the act does not have a mandatory requirement to publicly disclose non-essential information.

The Directors and the guests discussed the issues raised in the two presentations.

Inspector Bird reiterated her concerns that unfettered to access the WHOIS data was important. However, she stressed that they would like to reach a satisfactory compromise without causing undue burden on CIRA.

Inspector Bird, M. Geist and C. Richer withdrew from the meeting.

R. Rader re-joined the meeting.

It was the consensus of the Board of Directors to proceed with the implementation of the new WHOIS policy and the current timelines.

J. Glick, L. Gravel, R. Harbottle, S. Puderer and N. Ritchie withdrew from the meeting.

10. In Camera Session

The Board held an in camera session.

Following the in camera session, J. Glick, L. Gravel, R. Harbottle, S. Puderer and N. Ritchie rejoined the meeting.

The Board of Directors expressed their recognition of the positive approach and team work demonstrated by management and staff of the organization during this transitory period.

11. Adjournment

There being no further business, on motion by B. Reid and seconded by J. Rybak, the meeting was concluded at 1:45 p.m.