MINUTES of the Annual General Meeting of members of Canadian Internet Registration Authority held at the Ottawa Convention Centre, Ottawa, Ontario, on September 18, 2012 at 1:45 p.m.
1. Call to Order and Approval of the Agenda: Paul Andersen, the Chair of CIRA, called the meeting to order and acted as Chair of the meeting, and Michael Stewart, Secretary of CIRA, acted as Secretary of the meeting.
MINUTES of the Annual General Meeting of members of Canadian Internet Registration Authority held at the Ottawa Convention Centre, Ottawa, Ontario, on September 18, 2012 at 1:45 p.m.
1. Call to Order and Approval of the Agenda: Paul Andersen, the Chair of CIRA, called the meeting to order and acted as Chair of the meeting, and Michael Stewart, Secretary of CIRA, acted as Secretary of the meeting.
The Chair declared that notice of this meeting had been duly given to all CIRA members in good standing in accordance with CIRA’s By-law No. 1, that there was a quorum present and that the meeting was duly constituted for the transaction of business. For the agenda, the Chair noted a change in the order of items 5 and 6.
2. Verification of the 2011 Annual General Meeting Minutes: There being no corrections or additions to the minutes of the Annual General Meeting held on September 20, 2011, the Chair noted that the minutes stood as approved. Moved by Simon Grey and seconded by Christian Tacit, motion carried.
3. Report of the Board of Directors: Paul Andersen, CIRA’s Chair, delivered the report of CIRA’s Board of Directors. CIRA celebrated 25 years of .CA this year. Back in 1987, there was no way for the people like John Demco to have foreseen where the Internet is today. The technological breakthroughs, like the astronomical increases in speed, the rise of mobile, the role the Internet would play in economic development and human rights. All unforeseeable, but all realized.
So we find ourselves in a fortunate position today because, although we can never predict the future, the history of the Internet has taught us two things: 1) expect the unexpected; and 2) hold on to your hats, because it’s going to be a wild ride.
For more than a decade, CIRA has been responsible for running two critical components of the Internet: the .CA Registry of nearly two million domain names and the Domain Name System, or DNS, that connects Internet users around the world with the online .CA destinations they seek. Fundamentally, CIRA works hard to develop and deliver high quality services to ensure that Canadians have safe and secure Internet experiences. The fiscal year 2011 to 2012 was one where CIRA made gains to position .CA for future success in the face of both known and unknown challenges.
We completed a critical upgrade to the .CA registry with the implementation of Middleware. This aligns with global best practices, and enhances the security and resilience of .CA.
.CA and CIRA have become global leaders in the adoption of IPv6, the latest version of the Internet Protocol. Its adoption is critical to sustain the growth of the Internet. In June every year, organizations around the world work to raise awareness of IPv6 adoption. While the goal of World IPv6 Day 2012 was to get participating organizations to have their websites permanently IPv6-ready, CIRA’s website was made IPv6-ready for World IPv6 Day in 2011. The rest of the world had to catch up to us.
As an organization, we are always looking for new and better ways to communication with our stakeholders, our Members, customers, private and public sector partners. With that as our driver, we lead our international counterparts in terms of social media adoption. CIRA is an early adopter of this medium, and we have continued to adopt and evaluate cutting edge tools. The growth rates for our social media properties have been incredible – almost 400 per cent for our YouTube video channel.
We are a member-based organization and CIRA Members are a key component to the governance of the organization. Not only is the Board of Directors elected by the membership, but CIRA Members also play a critical role in shaping how the organization operates. Earlier this year, we reached out to our Members to understand their thoughts on changes to our governance structures and processes in response to new federal legislation governing not-for-profits in Canada. CIRA Members will have the opportunity to vote on the by-law changes that resulted from that outreach.
CIRA’s President and CEO will report on a number of other activities from the past year. These are all innovative, forward-looking and critical initiatives. .CA is not just another country code top-level domain; we are becoming the envy of the TLD world. Our technical and business processes, our domestic activities to support the Internet, our involvement in international Internet governance fora are becoming the envy of our global counterparts. As Canada’s top-level domain, we have a lot to be proud of. And it is you, the community of CIRA Members and Canadian Internet stakeholders who have made this possible.
4. President’s Report: Byron Holland, CIRA’s President and CEO, reported on last year’s accomplishments and milestones. CIRA’s activities in the 2011/2012 fiscal year have put us on the path and the fact is, our industry is changing. In the 2011/2012 fiscal year, the Internet Corporation for Assigned Names and Numbers, or ICANN, accepted applications for new generic Top-Level Domains. With nearly 2,000 applications, this represents the largest expansion of domain names in the history of the modern Internet. New gTLDs are expected to be introduced in 2013, and represent a significant change in the marketplace and new competition for .CA. This is the equivalent of deregulation. Our activities over the past few years have well-positioned .CA to compete, and succeed, in this new marketplace, as will our commitment to fostering an improved Internet experience for all Canadians. Continued relevance to Canadians, innovation, enhanced marketing and communications activities, a strong relationship with our channel partners, and a commitment to the highest levels of security will sustain our leadership in the Canadian Internet market.
In the 2011/2012 fiscal year, CIRA’s financial management policies and practices have been strengthened. New and experienced team members in the finance area have been added. The finance team at CIRA now plays a leading role in our planning process as well. We have also adopted a three-year strategic planning cycle, ensuring that our organizational goals are in-line with market realities. These internally-focused initiatives are rooted in our commitment to continuous improvement, operational excellence, and the effective stewardship of .CA.
Progress continued on our technical systems during the past fiscal year. The .CA Registry Refresh Project, an upgrade to the .CA Registry to align with global best practices, was completed in the spring of 2012, and deployed in June. We have also continued to make improvements as a result of the changing technological environment in which we exist.The Internet is running out of the earlier generation IPv4 addresses, so it is important that Canadians adopt IPv6. CIRA has led the way in developing processes and policies for the adoption of IPv6 in Canada. Last fiscal year, we made our corporate infrastructure, including our public web site, IPv6-ready, and it will remain that way permanently.
As a domain name registry, we are ever-vigilant about ensuring a safe and secure Internet for Canadians. One of our major security-related projects this past year has been Domain Name System Security Extensions, or DNSSEC. DNSSEC is an important set of extensions that provide an extra layer of security to the domain name system. CIRA is committed to providing the Canadian Internet user with a safe, secure and trusted online experience, and DNSSEC is the next logical step in secure DNS services. We have been hard at work preparing to implement DNSSEC into .CA. While much of the work was completed in the 2011/2012 fiscal year, we are well along on the path to signing the .CA zone. And, because we are committed to a healthy Internet in Canada, we will continue to work with our partners in the Internet community to effect DNSSEC adoption across the Canadian Internet environment.
Last fiscal year, there was a well-publicized malware circulating the global Internet called DNSChanger. 20,000 Canadian IP addresses were infected. CIRA worked with the Canadian Cyber Incident Response Centre at Public Safety Canada to develop and host an online tool to screen computers for this malware. Since we launched the DNS Checker site in April, we screened more than one million computers and identified 1,410 as being infected with the DNS Changer malware. When we say that .CA is safe and secure, we take it to heart.
In terms of the .CA product itself, the 2011/2012 fiscal year was a busy one. CIRA consulted with Canadians about including French accented characters into .CA domain names. Once implemented later this fiscal year, .CA will include a bilingual character set, it will reflect both official languages of Canada.
Of course, we do more than just run the .CA registry and underlying DNS infrastructure. We have the mandate to give back to the Canadian Internet, and we do this through a variety of initiatives. In 2010-11, CIRA initiated the Canadian Internet Forum, a first-ever national dialogue with Canadians about issues related to Internet governance. As it proved to be a very successful outreach, we held the second CIF in 2011/2012. Why would we want to have a dialogue with Canadians about the Internet? Most Canadians don’t give a lot of thought to how the Internet is run, nor who runs it, even though it is the most powerful economic and social change driver society has experienced in centuries. Earlier this year, we convened a panel at the Canadian Internet forum of Internet governance experts to discuss exactly that. The result was a fascinating discussion, and the video of it is available on our YouTube channel.
The Internet has enhanced the standard of living for billions of people, and has given voice to the voiceless. It has enabled the spread of democracy. We all are benefitting from the growth of the Internet, yet most of us barely give a passing thought to its governance. Yet when we feel our digital rights are being trampled upon we come together to fight. I can name any number of instances of this from the past year, including the proposed SOPA legislation in the United States, or the online surveillance bill introduced in Canada earlier this year. As digital citizens we have digital rights, but with those digital rights come digital responsibilities. The responsibility to be informed about how the Internet is run, about how it develops and we have the responsibility to get involved, to protect it. It is through the CIF that we provide the opportunity for Canadians to do just that. In February 2012, after a three-month online consultation with Canadians, we convened the second annual CIF national event to explore and debate the future of the Internet. The event attracted 434 participants, a 17 per cent increase over the previous year’s CIF. This November, I will present the resulting white paper at the Internet Governance Forum to be held in Baku, Azerbaijan. CIRA will continue this kind of research and outreach effort as part of ensuring our continued leadership in, and support for, the Canadian Internet community.
Making the infrastructure of Canada’s Internet more robust is a long term goal of CIRA. With this in mind, Internet Exchange Points, also known as IXPs, were identified as a priority for the organization last year. Currently, much of Canada’s domestic Internet traffic flows outside of the country before eventually reaching its destination. IXPs allow network traffic to take shorter, faster paths between member networks, improving traffic flow on major Internet backbones. We have been working with a number of community-based organizations in an effort to facilitate the development of more IXPs across Canada. Internet Exchanges are about enhanced performance, improving security, speed and network resilience, while maximizing the amount of traffic that stays in Canada. We are working closely with the Canadian Internet community to develop a viable IXP infrastructure in this country.Facilitating the development of Internet Exchanges is only one of many activities we have undertaken to improve Canadian’s Internet experience. CIRA has always been an active participant in international Internet governance, and we tend to hold a fair amount of influence. We are particularly active with the Internet Corporation for Assigned Names and Numbers. ICANN is the organization at the very core of the international Internet governance world. The CIRA team has participated with ICANN from the very beginning of our existence. I am proud to say that this October, CIRA will host ICANN 45 in Toronto, one of three international meetings ICANN holds each year, and this is only the third time ICANN has held a meeting in Canada.
In 2011, CIRA presented the inaugural .CA Impact Awards to recognize people and organizations who use their .CA sites to make a difference in the lives of their users and the broader Canadian community. With awards presented in four categories, including Public Sector and Not-for-Profit; eLearning; Small Business; and Applications, the Impact Awards are quickly becoming one of our flagship programs. The success of this program led us to continue it in 2012, and I’m pleased to note that Awards applications increased by 26 per cent over 2011.
Twenty-five years of .CA. 10 years of CIRA. Two million domains under management.These are all important milestones. As a registry, CIRA is one of the best in the world. We have ranked as one of the fastest growing country code TLD. We are well respected at the various international Internet governance venues. And, today is a day to celebrate those successes. But, at CIRA we will never be satisfied to rest on our laurels. Yes, we are one of the top registries in the world, but we always have to set our sights on the next milestone, and work to achieve it. We have set the goal for ourselves as being the preferred top-level domain choice of Canadians.
5. Presentation of the Auditors’ Report: Sheldon Gunn of KPMG delivered the Auditor’s report for the fiscal years ending March 31, 2012.
S. Gunn reported that the financial statements of the Canadian Internet Registration Authority, which comprise the statement of financial position as at March 31, 2012, the statements of operations, changes in net assets and cash flows for the year then ended, have been audited.
S. Gunn reported that CIRA had received an unqualified opinion from the auditors, that CIRA’s financial statements presented fairly, in all material respects, the financial position as at March 31, 2012, and its results of operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.
6. Summary of the Financial Statements for fiscal year ending March 31, 2012: Rowena Liang, CIRA’s Chair of the Audit Committee presented the financial statements for the fiscal year March 31, 2012, copy of which is included in the back flap of the Member Report or it could be viewed on CIRA’s web site at https://stg.cira.ca/assets/Documents/Publications/2011-2012-financials-en.pdf.
7. Appointment of Auditors: It was moved by Bill Sandiford, seconded by Peter Timusk, and motion carried, that KPMG be appointed as Auditors of CIRA, to hold office until the next Annual General Meeting or until their successors are duly appointed and that the Board of Directors be authorized to fix the remunerations of the Auditors.
8. Resolution of Members for CIRA to continue under the Canada Not-for-Profit Corporation Act: The Chair reported that earlier this summer, a CIRA Member notice was sent to everyone regarding the need for CIRA to transition to the new Canada Not-for-Profit Corporations Act. The Government of Canada had recently implemented this new legislation which governs federally-incorporated not-for-profit organizations, such as CIRA. All federal not-for-profits must transition to the new Act. In order to do so, CIRA must take certain steps, including replacing our letters patent, by-laws and other corporate charter documents with ones that comply. From April 2 to May 2, 2012, we reached out to our CIRA Members about the proposed changes. The proposed changes included those necessary to transition to the new legislation, as well as proposed additional changes to streamline our governance structure. Based on the feedback received from our Members, CIRA decided to proceed only with the changes believe to be essential to transition to the new legislation. At this time, we are not proposing any of the additional changes to streamline our governance structure.
The CIRA Member package received today includes three documents: 1) The Members’ Resolution to approve that CIRA continue under the new Canada Not-for-Profit Corporations Act; 2) the Articles of Continuance; and 3) the Proposed Bylaws. These documents are required to transition to the new legislation. I would note that a substantial amount of work has gone into these documents which were prepared with the help of subject matter experts, and which incorporate Member feedback. The continuance with these documents was unanimously approved by the CIRA Board of Directors on July 25, 2012, and we strongly recommend their approval today.
It was therefore resolved that CIRA Members approve the following resolution:
• The Directors of the Corporation are authorized and directed to make an application under sections 297 and 211 of the NFP Act to the Director appointed under the NFP Act for a Certificate of Continuance of the Corporation.
• Form 4031 – Articles of Continuance (transition) which has been submitted to this meeting and is annexed to these minutes as Schedule A is approved.
• The general operating by-law of the Corporation (as amended) is repealed effective on the date that the Corporation continues under the NFP Act and the new general operating by-law No.1, which has been submitted to this meeting and is annexed to these minutes as Schedule B is approved and will be effective on the same date.
• Any Director or Officer of the Corporation is authorized to take all such actions and execute and deliver all such documentation, including the annexed Articles of Continuance (transition), which is necessary or desirable for the implementation of this resolution.
Moved by Simon Grey, seconded by Steve Naqvi, motion carried.
9. Questions from Members: Questions from Members can be found at http://www.youtube.com/watch?v=w1Lvg1nG3XA&list=UU2GRMephTIFKb0x6VE-lMUw….
10. Adjournment: On motion by Bill Sandiford and seconded by Simon Grey, the meeting was concluded at 3:05 p.m.
