Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held at CIRA’s Head Office on November 26, 2024
Attendance:
Board Directors: Jill Kowalchuk (Chair), Gwen Beauchemin (Vice-Chair), Colleen Arnold, Graeme Bunton, Anne Butler, John Demco, Hélène Deschamps Marquis, David Mackey, Crystal Nett (virtual), Matthew Gamble, Rob Villeneuve, Michael Zahra
Board Advisors: Byron Holland,
Corporate Secretary : Brigitte LeBlanc-Lapointe
Regrets: None
Guests: Sanita Alias, Albert Chang, Adam Eisner, Jon Ferguson, Julie Lepine, Jane Fulford, Maureen James, Charles Noir, Paula Panetta, Deanna Young
1) Call to Order & Approval of Agenda
The meeting was called to order by the Chair at 9:03 am ET on November 26, 2024.
IT WAS MOVED by Gwen Beauchemin and SECONDED by Hélène Deschamps Marquis that the agenda be approved.
Motion passed unanimously.
1.2) Conflict of Interest Disclosure
There were no conflicts of interest declared in relation to the meeting items.
2) In-Camera Session (Directors only)
The Board held an in-camera session.
B. Holland, S. Alias, A. Eisner, J. Ferguson, J. Fulford, C. Noir, P. Panetta and D. Young joined the meeting.
3) Chair’s Remarks
3.1) Welcome from the Board Chair
The Chair welcomed new and returning Board members and reflected on the busy start to this board cycle, emphasizing the importance of the diverse backgrounds everyone brings to the table.
4) President & CEO’s Remarks
4.1) Welcome from the President & CEO
The President and CEO welcomed attendees to the meeting and provided general updates on recent CIRA activities and the regulatory landscape, including the positive reception to the recent launch of Hello Registry at ICANN 81.
5) Unconscious Bias
5.1) Unconscious Bias – discussion
The Chair led a discussion on the unconscious bias training modules made available to the Board prior to the meeting. The Board expects to revisit this topic annually, with a view of developing a shared and up-to-date understanding of how unconscious bias may affect deliberations and decision-making.
6) Consent Agenda
The Chair noted that the consent agenda items were shared in advance of the meeting and invited board members to remove items from the consent agenda for discussion, if required.
IT WAS MOVED by Rob Villeneuve and SECONDED by Michael Zahra that item 6.1 of the consent agenda be approved as amended (minutes of meetings on each of October 1, October 10 and October 25, 2024) and that the remaining items be received.
Motion passed unanimously.
(with H. Deschamps Marquis abstaining, a
nd D. Mackey and C. Nett abstaining in
respect of the minutes on October 1, 2024
and October 10, 2024)
6.7) Management Report
The Chair directed the Board’s attention to the Management Report and noted that this report is typically within the Consent Agenda and had been included in the agenda for discussion given this is the first Management Report for the Board cycle.
Discussion ensued with a focus on domains under management (DUMs) and the timing of reports being provided, the impact of large resellers’ ebbs and flows on CIRA’s DUM results, ongoing efforts to diversify resellers Canadian presence requirements and results of adjusted .CA marketing spends.
7) In-Camera Session | Membership Matter
A. Eisner, J. Ferguson, C. Noir, P. Panetta and D. Young withdrew from the meeting.
A. Chang joined the meeting.
The Board held an in-camera session with some management present.
A. Chang withdrew from the meeting.
A. Eisner, J. Ferguson, C. Noir, P. Panetta and D. Young joined the meeting.
8) Community Investment Policy & Advocacy Committee
8.1) Report from Committee Chair
M. James joined the meeting
The Chair of the Community Investment Policy & Advocacy Committee updated the Board on the work of the Committee and highlighted the positive progress with the National Capital FreeNet community WiFi project, which was the recipient of the $250,000 Net Good grant announced earlier in the year.
8.2) Grants Evaluation Panel
IT WAS MOVED by Gwen Beauchemin and SECONDED by Colleen Arnold that the Community Investment, Policy and Advocacy Committee be authorized to appoint six (6) Grant Evaluation Panel members for a one or two-year term, from the list provided to the Board.
Motion passed unanimously.
M. James withdrew from the meeting
9) Internet Governance
The Vice-President of Community, Investment, Policy and Advocacy provided a presentation highlighting the complexity of the internet stakeholder ecosystem and CIRA’s internet governance strategy, specifically its pillars of a) Convening Power, b) Networked Advocacy, c) Government Engagement, d) International Participation, and e) Thought Leadership.
In response to a question from the Board, it was noted that there have been organizations that wish to join the Technical Community Coalition for Multistakeholderism (TCCM) but do not satisfy its criteria. While these organizations are not TCCM members, they remain supportive of its statement of purpose.
10) Stakeholder Engagement
J. Lepine joined the meeting.
The Chair set the stage for this portion of the meeting, noting that this portion of the meeting builds on the strategic planning exercise earlier in the year, as well as the stakeholder overview previously provided to the Board. Staff provided an overview of stakeholder engagement with an emphasis on engagement with CIRA’s Membership, and it was noted that Members are central to CIRA’s governance and a critical part of CIRA’s general engagement strategy, being ambassadors for the brand.
Staff highlighted membership engagement trends, as well as the type and number of events that are hosted or supported by CIRA, including Canadians Connected events, the Canadian Internet Governance Forum (CIGF), CIRA’s AGMs, CIRA’s involvement at ICANN, and various product webinars. It was further noted that CIRA intends to continue learning from and building on activities that have been done in the past to increase engagement.
The Board participated in breakout sessions on member engagement and reconvened to discuss the matter further.
In response to questions from the Board, it was noted that CIRA event attendee satisfaction scores are consistently high, and that lapsed membership numbers are primarily due to non-renewal and expired members as opposed to cancelled memberships.
J. Lepine withdrew from the meeting.
11) Governance Committee
The Chair of the Governance Committee directed the Board’s attention to the written report provided. The Chair of the Committee also noted that the Committee had reviewed proposed amendments to the election process and would be recommending revisions to CIRA’s bylaws, with a view of recommending certain amendments to the Board for its approval at an upcoming meeting, which shall be ratified by members at the following meeting of members.
IT WAS MOVED by Hélène Deschamps Marquis and SECONDED by Graeme Bunton that the draft Governance Committee Terms of Reference, as recommended by the Governance Committee, be approved as amended.
Motion passed unanimously.
IT WAS MOVED by Matthew Gamble and SECONDED by Anne Butler that the revised Ad Hoc Committee Policy, the Director Compensation Policy, and the Board Travel Expense Guidelines, as recommended by the Governance Committee, be approved as presented.
Motion passed unanimously.
12) Other Business
12.1) 2025 Annual General Meeting (AGM)
Discussion ensued regarding CIRA’s AGM, with particular focus on format considerations, currently being virtual which is the most cost effective and alternative options such as hybrid meetings. The Board will continue to consider the way forward having regard to other Membership engagement opportunities.
Further discussion ensued regarding how CIRA’s AGMs were managed pre-COVID, with an evident desire to strengthen the connection with Membership, provide Board candidates with opportunities to engage with Members, and ensure equal opportunities for those who want to engage at the governance level.
IT WAS MOVED by Matthew Gamble and SECONDED by Colleen Arnold that the FY25 Annual General Meeting be held on Wednesday, September 24, 2025.
Motion passed unanimously.
12.2) Board Work Plan
The Board Work Plan was received.
12.3) Board Action Register
The Board Action Register was received.
12.4) Next meeting
The next meeting is on February 25 and 26, 2025.
13) In-Camera Session
A. Chang joined the meeting.
The Board held an in-camera session with management present.
S. Alias, A. Chang, A. Eisner, J. Ferguson, J. Fulford, C. Noir,
P. Panetta and D. Young withdrew from the meeting.
14) In-Camera Session
The Board held an in-camera session with the President & CEO.
15) In-Camera Session (Directors only)
The Board held an in-camera session.
16) Conclusion of Meeting
IT WAS MOVED by Rob Villeneuve and SECONDED by Crystal Nett that the meeting of the Board be concluded.
Motion passed unanimously.
The Chair concluded the meeting at 4:57 pm ET.
