2008/09/09 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the Pan Pacific Hotel, Coal Harbour Suite, Vancouver, British Columbia on September 9, 2008 at 10:00 a.m. Vancouver time.

Directors attending: Paul Andersen, Richard Anderson, John Demco (ex-officio), Heather Dryden (ex-officio), Robert Ford, Christopher Goodfellow, Byron Holland (ex-officio), Ron Kawchuk, Lynne Mackan-Roy (Vice-Chair), Ross Rader, Bill Reid, Debi Rosati (Chair), Jeff Rybak, Rick Sutcliffe

Corporate Secretary: Michael Stewart

Guests: Nancy Philip (CIRA), Norm Ritchie (CIRA)

Recording Secretary: Lynn Gravel (CIRA)

B. Holland welcomed Nancy Philip, CIRA’s newly appointed Director of Finance and Administration effective August 18, 2008.

Approval of Agenda

The agenda was amended to include item 5.2 ICANN Paris Report.

Be it resolved that the agenda be adopted with this amendment.

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

2. Financial and Operational Updates

2.1 Report on all Statutory Obligations

B. Holland reported that he had reviewed all the statutory payment obligations contained in the statement as well as the cash and investments on hand for each of the operating, restricted and reserved funds. It was agreed that going forward, N. Philip would also sign off on the report.

2.2 Management Report

B. Holland reported on the Registry activities up to June 30, 2008. New registrations for the period of April 1, 2008 to June 30, 2008 were at 88,936 compared to 73,276 for the same period last year.

Renewals for the period of April 1, 2008 to June 30, 2008 were at 76.9% compared to 75.8% for the same period last year. The Net New Growth (NNG) for the period of April 1, 2008 to June 30, 2008 was 5.0% compared to 4.8% last year. B. Holland noted that staff has been tracking domain names usage in the last year and would be able to provide the Board of Directors with an Internet Profiling Service (IPS) analysis at the next meeting.

TBR registrations were down slightly for this period compared to last year. Staff suspect the reason for the decline might be related to the domain name availability and will be researching over time the cause with the help of business intelligence tools.

As requested by the Board of Directors at its June 3, 2008 meeting, N. Ritchie provided a detailed analysis of To Be Released (TBR) domain registrations. TBR domain names are domain names that have been registered for one or more years and then expired. Their value is typically derived from their uniqueness, latent traffic, and/or the name itself. There is also a large variance in re-sale value and the registration process is highly competitive. TBR registrations account for approximately 10% of all registrations.

N. Ritchie reported that six corporate entities registered 85% of TBR domains in 2008 and approximately 50% of TBR domains are held by only 10 Registrants. TBR domain names remain a niche market dominated by a few Registrars. B. Holland noted that the analysis provided at this meeting was meant as information and to better understand the TBR business. Any discussions on policy change would have to be deferred to another meeting.

B. Holland reported on the status of the Strategic Marketing Framework. The final report, which includes market, customer and product analysis, will be delivered on September 29, 2008. Phase II of the plan commenced on August 27, 2008 and will be conducted partially in parallel with Phase I. The final report presentation is due November 3, 2008 and will include: market positioning; key branding images and messages; channel plan; and an action plan with roll-out timeline and performance targets. Phase III of the project consists of the website re-design and a launch date of January 26, 2009. The requirements definitions are now complete and a project plan is in place.

M. Stewart reported on the status of WHOIS. As of today, 488 requests to use the Message Delivery Form have been completed. There have been only six requests for the Disclosure of Registrant Information. Five of the six requests were based on the domain name being identical to a Canadian registered trademark. Accordingly, these five requests were approved after careful review. The sixth incorrectly claimed Identity Theft, although none had occurred and the request was denied. No requests have been received by Law Enforcement.

B. Holland noted that all other projects were well underway and staff will be primarily occupied with the PRP simplification, the database restructure design, improved financial monitoring and reporting, NQI PEP level 2 as well as project planning.

2.3 Review of Q1 2009 Financial Results

N. Philip presented the financial results for the period of April 1, 2008 to June 30, 2008.

Revenue increased to $2.59 million in this quarter compared to $2.17 million in the quarter last year. The increase in revenue is a direct result of the growth in registrations. New registrations for the quarter were 88,936 and 147,108 renewal registrations. The increase in operating expenses is reflected mainly in the salaries, consulting services and computer operations. N. Philip noted that staff has grown from 28 full-time employees since April 1, 2007 to 38 full-time employees as of June 30, 2008.

3. Update on Committees

3.1 Report from the Governance Committee

R. Ford reported that the Committee had met prior to the Board of Directors’ meeting and that the Governance Review process was two weeks behind schedule mainly due to the interview process. Early comments of the analysis are expected to be completed by December 15, 2008.

R. Ford also noted that since a number of Directors are leaving the Committee, the Committee appointed P. Andersen as interim Chair and R. Kawchuk as a member of the sub-committee to fill in until the first meeting of the new Board of Directors.

The Governance Committee also recommended that the Board of Directors approve the Director Education Program. As part of the program, Directors will be encouraged to attend the Institute of Corporate Directors Not-for-Profit Governance Essentials Program (GEP) within 18 months of serving on the Board. Directors may also request attendance at other conferences, seminars or forums as part of continuing education.

Be it resolved that the Board of Directors approve the Director Orientation and Education Program as presented.

(Moved: R. Ford, seconded: P. Andersen, unanimously carried)

On behalf of the Board of Directors, D. Rosati thanked R. Ford for his leadership and guidance as Chair of the Governance Committee. P. Andersen seconded the motion.

3.2 Report from the Technical Oversight Committee

R. Rader reported that the Committee had convened an informal meeting the day before to discuss the various technical projects and in summary, all seemed to be progressing quite well.

3.3 Report from the Executive Committee

D. Rosati thanked the members of the Executive Committee for their time and effort they took during the past twelve months.

On behalf of the CIRA Board of Directors and staff , the Chair also conveyed CIRA’s thanks and appreciation to J. Demco for his achievements and contribution to the dot-ca domain namespace. It is gratifying to know that he is being commemorated for his achievements at the University of British Columbia where it all started.

(Moved: P. Andersen, seconded: R. Anderson, unanimously carried)

4. Board Correspondence

The Board reviewed one correspondence received regarding the administration of the dot-ca domain name. The Board of Directors directed staff to draft a response to the complainant and inform him that changes to the Manual Change of Administrative Contact (MCAC) process were forthcoming and that these changes will be much simpler and customer friendly.

N. Philip, N. Ritchie and M. Stewart withdrew from the meeting.

5. Other Business

5.1 CEO Objectives

On behalf of the Executive Committee, the Chair presented the President and CEO’s annual incentive plan based on the achievement of key results for financial objectives, operational objectives and non-financial objectives. The Chair noted that the incentive plan is also based on the approved fiscal year 2009 operational plan and budget.

Be it resolved that the Board of Directors approve the President and CEO’s incentive plan for fiscal year 2009 as presented.

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

5.2 ICANN Paris Report

This report was distributed to the Board of Directors for their information only.

5.3 Thanks to Retiring Directors

On behalf of the Board and staff, B. Holland conveyed CIRA's thanks and appreciation to A. Cyr, R. Ford and D. Rosati for their time and efforts dedicated to CIRA as Directors to the Board.

6. Next Meeting

The next meeting of the Board of Directors will be held in Ottawa on Thursday, October 9, 2008.

B. Holland and L. Gravel withdrew from the meeting.

7. In-Camera Session

The Board of Directors held an in camera session.

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

8. Adjournment

There being no further business, on motion by R. Rader and seconded by P. Andersen, the meeting was concluded at 3:00 p.m.