Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on December 7, 2007 at 8:30 a.m. Ottawa time.
Directors attending: Paul Andersen, John Demco (ex-officio), Heather Dryden (ex-officio), Christopher Goodfellow, Ron Kawchuk, Ross Rader, Bill Reid, Debi Rosati (Chair), Rick Sutcliffe
Guests: Jacob Glick (CIRA), Ron Harbottle (CIRA), David Hicks (CIRA), Byron Holland, Susan Puderer (CIRA), Norm Ritchie (CIRA)
Regrets: Richard Anderson, Annette Cyr, Robert Ford, Lynne Mackan-Roy and Jeff Rybak
Recording Secretary: Lynn Gravel (CIRA)
On behalf of the Board, the Chair welcomed H. Dryden as the new Government of Canada representative and B. Holland, CIRA’s new President and CEO. B. Holland’s appointment is effective January 21, 2008.
1. Approval of Agenda
Be it resolved that the agenda distributed with the material for the meeting be adopted.
(Moved: P. Andersen, seconded: R. Kawchuk)
2. Approval of the Draft Minutes of the November 20, 2007 Board of Directors’ Meeting
Be it resolved that the minutes of the November 20, 2007 Board of Directors’ meeting be approved as distributed.
(Moved: C. Goodfellow, seconded: R. Kawchuk, unanimously carried)
3. Appointment of Secretary
Be it resolved that the Board of Directors appoint J. Demco to the position of Secretary of CIRA to hold office for a period of one year or until the next Board meeting after the expiry of such one year period and until the successor is appointed, whichever is later or until earlier resignation or removal.
(Moved: P. Andersen, seconded: R. Kawchuk, unanimously carried)
4. Results of Annual Board Effectiveness Survey
D. Rosati presented the results of the Board Effectiveness survey and due to the diversity of the thoughts and comments; it was recommended that the Governance committee engage outside counsel to provide a comprehensive debrief and a plan for increasing the Board’s effectiveness. Further discussions on the survey results were deferred to the in camera session.
5. Update on Strategic Plan
As a result of the Strategic Planning session on Thursday, December 6, 2007, it was resolved that the Board of Directors approve the following:
1. Ensure effective accountable stewardship
2. Be recognized internationally as the ccTLD registry standard of excellence in the operation of a ccTLD
3. Organizational excellence in internal operations
Priorities for 2009-2011:
1. Continuously improve the day to day operation of the Registry
2. Database restructure
4. Policy simplification
5. Strategic marketing framework
6. Product management
7. Application rewrite
8. Contingency planning & risk management
And the priorities for the fiscal year 2009:
1. Database restructure
3. Policy simplification
4. Strategic marketing framework
5. Product management
(Moved: R. Sutcliffe, seconded: R. Rader, unanimously carried)
The Board of Directors directed staff to report back at the next meeting with an update on the contingency plan.
6. Update on Committees
6.1 Report from the Governance Committee
On behalf of the Chair of the Governance Committee, J. Glick reported that the Governance Committee had met on November 16, 2007 in Toronto and the minutes would be circulated during the meeting. The Committee reviewed and discussed a draft request for proposal for CIRA’s Governance review. The request for proposal made clear that this was a By-Law review and not a By-Law rewrite and that CIRA was ultimately anticipating an opinion from outside counsel on changes and amendments to improve accountability and transparency.
The Committee informed the Board of Directors of the upcoming schedule of the project and expense. It was agreed that it would be necessary for staff to do an impact assessment before making any changes and/or amendments to the By-Law.
6.2 Report from the Technical Oversight Committee
R. Rader reported that the Committee had met in person on Wednesday, December 5, 2007. Staff updated the Committee on the Registry rewrite project; the need to re-design the database and rewrite the application layer starting in 2008.
The Committee also reviewed a project proposal for BIND 10 and directed staff to develop a business case for the Committee’s consideration. Discussions ensued regarding the Disaster Recovery Plan and it was agreed that staff would ensure that a formal offsite backup strategy is implemented.
The Technical Oversight Committee recommended that the Board of Directors approve the following purchases exceeding $100,000:
Be it resolved that the Board of Directors approve the purchase of an IBM Blade Center for the OT&E environment for an amount not to exceed $127,000 CA not including taxes.
(Moved: P. Andersen, seconded: R. Sutcliffe, unanimously carried);
Be it resolved that the Board of Directors approve the purchase of an IBM Blade Center for the development platform for an amount not to exceed $127,000 CA not including taxes.
(Moved: B. Reid, seconded: P. Andersen, unanimously carried); and
Be it resolved that the Board of Directors approve that staff proceed with the implementation of Anycast DNS services with Ultra DNS in the amount not to exceed $350,000 CA ($50K FY08, $150K FY09, and $150K FY10) not including taxes and contingent on further review by management of the third-party liability clause.
(Moved: R. Kawchuk, seconded: R. Sutcliffe, unanimously carried).
6.3 Report from the Executive Committee
D. Rosati informed the Board of Directors that she will report on the Committee’s recent meeting in the in-camera session.
7. Financial and Operational Updates
7.1 Report on all Statutory Obligations
R. Harbottle reported that all statutory payment obligations were up to date as presented in the certificate and staff also accounted for all cash and investments on hand.
7.2 Management Report
R. Harbottle reported on the registration activities up to October 31, 2007. New registrations for the period of April 1 to October 31, 2007 were at 172,545. Renewals for the period were at 76.6.8% with a Net New Growth (NNG) of 11.9%.
Overall staff was busy with the WHOIS implementation, phase one of the Business Intelligence project and improvements to existing office systems. The Registry experienced a WHOIS service outage in November for several hours. The problem was isolated and corrective and preventive action was taken by the technical team.
R. Harbottle noted that staff will be busy with the WHOIS deployment, the Registry rewrite, operational planning and budgeting as well as a comprehensive review of our Human Resources Policies and Procedures and the compensation and bonus structure.
R. Harbottle presented to the Board of Directors two office space options located on the third floor and noted that staff will be developing a business case for the Board of Directors’ approval in the near future.
7.3 Review of Q2 2008 Financial Results
S. Puderer presented the financial results for the period of April 1 to September 30, 2007. Revenue for this period was lower than budgeted due to the prepaid registrations.
Salaries and Benefits expenses were higher than budgeted due mostly to new staff, promotions within staff and senior management transition expenses. Products and Media expenses were greater than budgeted due to the payment of additional memory sticks. Overall expenses are on budget with the exception of a few projects which are under budget due to timing differences.
7.4 Financial Forecasts and Approvals
S. Puderer informed the Board of Directors on the upcoming expenditures for the Governance Review of the By-Law and additional expenses for the WHOIS deployment.
8. 2007 Elections – Final Report
D. Hicks reported that staff had reviewed the Returning Officer’s final report documenting the 2007 Elections of Directors as well as his recommendations for future elections. Staff also triaged and prioritized internal issues and as a result, no major changes or additions to the 2008 Elections are necessary. Staff recommended that the following changes be made for the next election: deliver voting tokens via electronic method; remove moderation approval for Forum posts; and no onsite voting at AGM.
D. Hicks informed the Board that staff was preparing a request for proposal for the selection of a new Returning Officer and it will be issued in the beginning of 2008.
The Board of Directors requested that the report from the Returning Officer be referred to the Governance Committee for evaluation.
9. 2008 AGM Date and Location
Be it resolved that the 2008 CIRA Annual General Meeting be confirmed for Wednesday September 10, 2008 in Vancouver, British Columbia.
(Moved: R. Sutcliffe, seconded: P. Andersen, unanimously carried)
10. 2008 Election Date
Be it resolved that the Board of Directors:
1. Approve the period of September 18, 2008 (18:00h EDT) to September 25, 2008 (18:00h EDT) as the voting period for the 2008 CIRA Board elections;
2. Authorize the Secretary to send the Election notice to the membership as required in CIRA’s By-law No. 1.
(Moved: R. Rader, seconded: P. Andersen, unanimously carried)
11. Board Correspondence
The Board reviewed two correspondences and directed staff to respond.
12. Other Business
12.1 Report on ICANN LA Meeting
Further to a meeting with P. Twomey and P. Levins of ICANN, D. Rosati reported that ICANN had demonstrated an important commitment to addressing CIRA’s concerns on accountability and transparency. D. Rosati presented to the Board of Directors a draft letter addressed to ICANN acknowledging their progress and confirming CIRA’s participation in various committees and supporting organizations. It was the consensus of the Board of Directors to change the wording in the last paragraph and send the letter.
(Moved: P. Andersen, seconded: R. Sutcliffe, unanimously carried)
13. Next Meeting
The next meeting of the Board will be held on March 18, 2008.
J. Glick, L. Gravel, R. Harbottle, D. Hicks, B. Holland and N. Ritchie withdrew from the meeting.
14. In-Camera Session
The Board of Directors held an in camera session.
Following the in camera session, L. Gravel rejoined the meeting.
There being no further business, on motion by R. Kawchuk and seconded by R. Sutcliffe, the meeting was concluded at 1:30 p.m.