Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held at The Holman Grand Hotel, Charlottetown, PEI
June 3, 2025
Attendance:
Board of Directors: Jill Kowalchuk (Chair), Gwen Beauchemin (Vice-Chair), Colleen Arnold, Anne Butler, Graeme Bunton (virtual), Hélène Deschamps Marquis, John Demco, Matthew Gamble, David Mackey, Crystal Nett, Rob Villeneuve, Michael Zahra
Board Advisor: Byron Holland
Corporate Secretary: Brigitte LeBlanc-Lapointe
Regrets: None.
Guests: Sanita Alias, Adam Eisner, Jon Ferguson, Jane Fulford, Charles Noir, Paula Panetta, Deanna Young
1. Call to Order & Approval of Agenda
The meeting was called to order by the Chair at 9:06 am AT on June 3, 2025.
IT WAS MOVED by Gwen Beauchemin and SECONDED by Crystal Nett 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)
B. Holland, S. Alias, A. Eisner, J. Ferguson, J. Fulford, C. Noir,
P. Panetta and D. Young withdrew from the meeting.
The Board held an in-camera session.
B. Holland, S. Alias, A. Eisner, J. Ferguson, J. Fulford, C. Noir,
P. Panetta and D. Young rejoined the meeting.
3. Chair’s Remarks
The Chair welcomed the Board and noted that outside of the usual board business and updates on the important work of CIRA’s diversified services, this meeting would include a deep dive into the domain industry and related topics of interest to the Board, including member engagement.
4. Welcome from the President & CEO
The President and CEO welcomed attendees to Prince Edward Island and provided insights on the international domain industry and internet governance ecosystem.
Discussion ensued regarding evolving technology ecosystem, interest expressed in registry migration, artificial intelligence, quantum encryption, and international regulatory frameworks.
5. 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 Michael Zahra and SECONDED by David Mackey that item 5.1 of the consent agenda be approved as presented (minutes of the meeting on April 16, 2025) and that the remaining items be received.
Motion passed unanimously.
6. Finance, Audit, Investment & Risk Management Committee
6.1 Report from Committee Chair
The Chair of the Committee directed the Board’s attention to the Committee report and provided a high-level overview of CIRA’s FY25 unaudited financial statements and highlighted the recent transition to the new ISO 27001:2022 standards.
The FAIR Committee received a FY25 portfolio update from CIRA’s Investment Managers, including an overview of performance against CIRA’s key portfolio objectives, as outlined in CIRA’s Statement of Investment Policies and Procedures (SIPP). Management oversaw a third-party review of the current SIPP to inform potential updates, which include the establishment of a strategic priority account as a separate sub-account of CIRA’s restricted investment account.
IT WAS MOVED by Hélène Deschamps Marquis and SECONDED by Matthew Gamble that the amended Statement of Investment Policies and Procedures (SIPP), as recommended by the Finance, Audit, Investment & Risk Management Committee, be approved as presented.
Motion passed unanimously.
It was also noted that the Committee discussed the creation of a new Security and Stability Committee (SSC) and approved the transition of certain responsibilities from FAIR to the new SSC.
7. Governance Committee
7.1 Report from Committee Chair
The Chair of the Committee directed the Board’s attention to the Committee report and noted the following:
Nomination Process & Guidance to Nomination Committee
The Nomination Committee meets in early July to review and evaluate each application submitted in reference to the guidance set out in the Governance Committee’s annual guidance letter. It was further noted that, as in past years, any Director whose term was ending and who wished to be considered for re-election on the Nomination Committee slate must do so by submitting an application and participating in the same process as other individuals wishing to appear on the Nomination Committee slate.
Board Effectiveness Survey
The Board was thanked for completing the annual board effectiveness and skills gap surveys and it was noted that Management would work with the Board to act on the input received in order to further evolve and improve the operations and effectiveness of the Board.
Terms of Reference
The Committee reviewed changes to the FAIR Committee Terms of Reference, as recommended by FAIR, and discussed the Terms of Reference for the new SSC. It was noted that the SSC’s oversight of financials for new products and services does not negate the FAIR Committee’s responsibilities for the overall responsibility over CIRA’s financial statements and results.
IT WAS MOVED by Hélène Deschamps Marquis and SECONDED by Anne Butler that the amended Terms of Reference for the Finance, Audit, Investment and Risk Management Committee, as recommended by the Governance Committee, be approved as amended.
Motion passed unanimously.
IT WAS MOVED by Colleen Arnold and SECONDED by Anne Butler that:
1) In accordance with section 6.02 of CIRA’s Amended and Restated By-Law No. 1, the Security and Stability Committee be formed as a standing Committee of the Board, and that the Terms of Reference for this new Committee, as recommended by the Governance Committee, be approved as amended.
2) After giving effect to the foregoing, the standing committees of CIRA’s Board are confirmed as being:
(a) Community Investment, Policy & Advocacy Committee
(b) Compensation and Review Committee
(c) Finance, Audit, Investment and Risk Management Committee
(d) Governance Committee
(e) Security and Stability Committee
Motion passed unanimously.
Discussion ensued as to whether the SSC’s mandate should be expanded from cybersecurity to include artificial intelligence and other emerging technologies, final decision to consider this as a future amendment to the Committee’s mandate.
7.2 By-Law Amendments
The Chair of the Governance Committee presented draft By-Law amendments, advising that they were previewed with the Board in February.
Discussion ensued regarding the following proposed changes: (1) the requirement for Directors to be Members of CIRA and the manner in which this requirement is communicated to director candidates and (2) the change to the defined election period, to begin seven days prior to the annual general meeting and ending at such meeting.
IT WAS MOVED by Anne Butler and SECONDED by David Mackey that:
1) By-law No. 1, as amended and restated in the form presented to the Directors (the 2025 Amended and Restated By-law) and recommended by the Governance Committee, is hereby approved as the by-law of the Corporation;
2) the 2025 Amended and Restated By-law will take effect on October 2, 2025, provided that the members of the Corporation have confirmed the 2025 Amended and Restated By-law;
3) the 2025 Amended and Restated By-law be submitted to the members at the annual general meeting to be held on September 24, 2025, for confirmation; and
4) following confirmation by the members, any director or officer is directed to certify a copy of the 2025 Amended and Restated By-law to be placed in the minute book of the Corporation.
Motion passed unanimously.
8. Corporate Governance – Subsidiary Governance
Ms. LeBlanc-Lapointe provided an overview of corporate governance considerations in relation to Norton Rose Fulbright’s engagement to explore the Board’s fiduciary duties and considerations specific to the governance of subsidiaries, including:
- 15458251 Canada Corporation, a wholly owned subsidiary (referred to internally as “Holdco”), and
- 15877911 Canada Limited, which is owned by Holdco and SIDN (referred to internally as “Fury Canada”).
Discussion continued regarding the current state and next steps towards creating a fit-for-purpose governance model. Further, Staff noted that the intellectual property in the registry platform was transferred to Fury Canada, which in turn, is licensing its use to CIRA.
Staff noted that operations in Holdco and Fury Canada are currently limited, given that the current focus of efforts is on the onboarding of SIDN (.NL) onto the registry platform.
9. In-camera session
The Board held an in-camera session with management present.
10. In-camera session
S. Alias, A. Eisner, J. Ferguson, J. Fulford, C. Noir, P. Panetta
and D. Young withdrew from the meeting.
The Board held an in-camera session with some management present.
B. Holland, withdrew from the meeting.
The Board held an in-camera session.
M. Gamble withdrew from the meeting.
Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held at The Holman Grand Hotel, Charlottetown, PEI
June 4, 2025
Attendance:
Board of Directors: Jill Kowalchuk (Chair), Gwen Beauchemin (Vice-Chair), Colleen Arnold, Anne Butler, Graeme Bunton (virtual), Hélène Deschamps Marquis, John Demco, Matthew Gamble, David Mackey, Crystal Nett, Rob Villeneuve, Michael Zahra
Board Advisor: Byron Holland
Corporate Secretary: Brigitte LeBlanc-Lapointe
Regrets: None.
Guests: Sanita Alias, Spencer Callaghan, Adam Eisner, Jon Ferguson, Julie Lepine, Jane Fulford, Charles Noir, Paula Panetta, Deanna Young
11. Domain Industry Session
The Board was provided with an overview of .CA and the domain name industry, including the infrastructure and current trends. The Board participated in related breakout sessions relating to same.
M. Gamble joined the meeting.
12. Stakeholder Engagement
S. Callaghan and J. Lepine joined the meeting.
The Board was advised that in FY26, CIRA intends to continue to focus on membership recruitment, retention and engagement by increasing awareness and appealing to a more gender and age diverse audience.
In response to questions from the Board, it was noted that:
- the new Member Perks program was designed to specifically support small Canadian businesses and .CA owners;
- there are multiple member surveys conducted throughout the year to provide opportunities for feedback for the team’s consideration.
Discussion ensued regarding stakeholder engagement and recent member satisfaction survey results.
The Policy on Membership will be reviewed on a regular basis by the Governance Committee, with any proposed changes to be recommended to the Board by the Governance Committee.
The Chair summarized the discussion, noting that the Board is supportive of both the planned membership activities and the increased engagement opportunities going forward.
S. Callaghan and J. Lepine withdrew from the meeting.
13. Other Business
13.1 Board Work Plan
The Board Work Plan was received and discussion ensued on the upcoming Annual General Meeting of Members. The Board discussed the timeline for Member proposals in advance of the Annual General Meeting, having regard to the recent expulsion of a Member by the Board in accordance with section 12.05 of CIRA’s Amended and Restated By-Law No. 1.
13.2 Board Action Register
The Board Action Register was received.
13.3 Next meeting
The next meeting was confirmed as being scheduled on June 26, 2025.
14. In-Camera Session
S. Alias, A. Eisner, J. Ferguson, J. Fulford, C. Noir, P. Panetta
and D. Young withdrew from the meeting.
The Board held an in-camera session with the President & CEO.
B. Holland withdrew from the meeting.
The Board held an in-camera session.
15. 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 1:48 pm AT.
