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Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on May 12, 2009 at 9:00 a.m. Ottawa time.

Directors attending: Paul Andersen, Richard Anderson, Kerry Brown, John Demco (ex-officio), Christopher Goodfellow, Byron Holland (ex-officio), Ron Kawchuk, Ross Rader (by telephone), Bill Reid, Jeff Rybak, Barry Shell, Rick Sutcliffe, Tom Williams

Corporate Secretary: Michael Stewart

Guests:  Albert Chang, Kathy Fisher (Industry Canada), Norm Ritchie     

Regrets: Heather Dryden, Lynne Mackan-Roy

Recording Secretary: Lynn Gravel

1.      Approval of Agenda

A revised agenda was distributed to include the following items:  1) WHOIS Consultation as item 6; 2) Update from Industry Canada under Other Business; and 3) Director Disclosure Review as item 8.  K. Fisher also asked whether the Board would be willing to include an update on the IGF Canada be included under Other Business.  It was the consensus of the Board of Directors that the agenda be adopted with these amendments.

2.      Governance Reform

The report from the Chair of the Governance Committee dated May 5, 2009 was tabled and it was noted that the Governance Committee had not been able to yet agree on a set of final recommendations in time for this Board meeting. It was suggested that the Board of Directors extend the deadline and have the Governance Committee continue working on the Governance Review with a view to completing it by the end of 2009.

Some Directors noted that they were of the view that finishing the project by the end of 2009 was unrealistic given the work yet to be done and the consensus yet to be reached. It was also raised that some of the delays were caused by the fact that the Conceptual Recommendations Report which the Governance Committee received in April 2009 had evolved considerably from the report received in December 2008, requiring additional review and discussion. 

It was noted that when the Board had previously engaged in Governance Review changes in 2006, it was divisive and stressful process for the people working on the Committee. Much of the difficulty arises from the fact that consensus has not been reached on a package of recommendations.  It was also noted that the Board should not to lose focus on the fact that CIRA is operating a critical infrastructure which requires certain Director skill sets, but is not highly engaging to the average person on the street or our membership. 

R. Rader joined the meeting.

It was noted that the Governance Review recommendations could be placed into two categories: some possible recommendations constituted big changes for CIRA’s governance, whereas others were minor, or technical in nature, which could likely be implemented in a straightforward manner, while improving CIRA’s governance structures and the organization’s effectiveness.  The potential recommendations could also be classified between those that required changes to CIRA’s By-laws, and those which did not require any By-law changes and which could be implemented within CIRA’s By-laws.

Moving forward, the following resolution was proposed:

Be it resolved that a subcommittee of the Board of Directors be formed, comprising of R. Anderson, J. Rybak, L. Mackan-Roy and B. Holland. Such subcommittee is tasked with preparing, with the assistance of staff, a list of proposed operational changes to CIRA’s policies and/or By-law which they believe would: (i) be beneficial to CIRA’s governance; and (ii) enjoy broad consensus at the Board. For the avoidance of doubt, changes will not be included that would be fundamental and/or which would represent significant structural change.

The subcommittee will report back to the Board with their proposals by the end of May 2009.    For those proposals which the Board then approve, Staff would be directed to take the necessary steps to introduce a resolution at the upcoming Annual General Meeting to implement such changes, for Membership approval.

(Moved: B. Reid, seconded: R. Kawchuk, against: R. Rader, abstaining: T. Williams, motion carried)

It was decided that the subcommittee would propose recommendations to CIRA’s governance falling under the following categories:

  1. Non-Fundamental policy changes which could be made within CIRA’s existing By-laws.

  2. Non-Fundamental operational changes which could be made within CIRA’s existing By-laws.

  3. Technical changes to CIRA’s By-laws.

It was noted that while it is generally preferable to conduct public consultations, time was an issue as it was hoped that the By-law changes would be approved at the next Annual General Meeting in September. Given that the changes identified by the subcommittee will be non-fundamental, notifying the CIRA Members should be sufficient, and it was not necessary to have a public consultation on these changes.  

*Tabled discussion in light of time until later *

 A. Chang and M. Stewart withdrew from the meeting.

3.      Dot-ca Customization  Project Update

B. Holland reported on the status of the dot-ca customization project. It was noted that the basic engine for the new Registry was developed last year.  The overall objectives of the project are to improve Registrant and Registrar registration experience, simplify the policies and procedures and update the dot-ca Registry to enable future security, stability, and robustness.  The core dot-ca Registry characteristics such as the Canadian Presence Requirements, WHOIS and the thick Registry model will be maintained.  The Extensible Provisioning Protocol (EPP), the industry standard protocol, will be implemented and the processes and policies will be streamlined to align with industry best practices.  Overall, this is largest project being carried out this year and it will benefit both the Registrant and Registrar and improve system availability and performance.  Registrar/registrant discussion and input will be conducted over the coming months as a component of the project.

R. Rader withdrew from the meeting.

4.      Update on Committees

4.1 Report from the Governance Committee

On behalf of the Chair of the Committee, J. Rybak reported that he would be working with the Chairs of each committee in gathering information on the terms of reference and would then report back to the Committee. It was also noted that the Committee would be working with staff on the review of the Board Compensation and finalize the Request for Quotation.

4.2 Report from the Technical Oversight Committee

R. Kawchuk reported that the Committee had met on May 11, 2009 and approved the March 16, 2009 minutes which will be circulated to the Board.  At the meeting, N. Ritchie updated the Committee on the key projects and initiatives as well as the implementation of a second Anycast cloud and the DNSSEC trials.  The terms of reference were discussed briefly, mostly about changing the Committee’s name. 

4.3 Report from the Executive Committee

P. Andersen report that the Committee had met on May 1, 2009 to review today’s agenda for the meeting.

4.4 Report from the Audit Committee

R. Anderson reported that the audit was completed and that the Committee was not informed of any irregularities.  The Committee will be meeting on June 1, 2009 to review the audited financial statements, the International Financial Reporting Standards (IFRS) as well as the organization’s not-for-profit status.  Staff noted that the use of IFRS will be required in 2011 for Canadian publicly accountable profit-oriented enterprises. As a not-for-profit organization, at this time CIRA is not bound by this accounting practice but will adopt it eventually.

4.5 Election Status Update

The Chair reported that the first meeting of the Nomination Committee was held on April 14, 2009 and Stuart MacDonald was appointed Chair of the Committee.  The Committee will be meeting on July 7, 2009 to select the candidates for the final election slate.  Staff will be circulating a factsheet about the Nomination Committee Nominations and the key details of the 2009 Election. 

5.      Financial and Operational Updates

5.1 Report on all Statutory Obligations

This report was provided to the Board of Directors as information and tabled at the meeting.

5.2 Management Report

This report was provided to the Board of Directors as information and tabled at the meeting.

6.      WHOIS Consultation

B. Holland reminded the Board of Directors that CIRA implemented the new WHOIS privacy policy on June 10, 2008 and at the time it was agreed that a consultation on the impact of the policy would be conducted within a year.  The specific objectives of the consultation are to solicit feedback from the key stakeholders, measure the overall satisfaction with the disclosure policy and determine whether changes are required.  The consultation will consist of one-on-one interviews, an on-line survey for Registrants and Registrars and an open consultation.  The Board of Directors requested that staff also look into an open forum on CIRA’s website.  The final report is expected to be delivered to the Board of Directors later this fall. 

7.      Other Business

7.1   Industry Canada Update

K. Fisher reported that effective April 14, 2009, Mr. Rob Dunlop replaced Mr. Ron Parker as Assistant Deputy Minister, Industry Canada, Strategic Policy and a meet and greet would be arranged in the near future.  

7.2   IGF Canada

B. Holland reported that part of the Internet Governance Forum’s (IGF) mandate is to hold discussions on public policy issues related to key elements of Internet governance and facilitate discourse between bodies dealing with different international public policies.  A number of countries hold their own IGF and Industry Canada requested that CIRA look at holding an IGF in Canada in the near future.  Staff will look at the timing and resources and report back to the Board of Directors.

8.      Director Disclosure Review

As a reminder, and at the request of the Executive Committee, M. Stewart gave a brief overview of Director’s obligations regarding confidentiality: Director’s Code of Conduct and Policy on Conflicts of Interest; and the Oath of Office and Confidentiality Agreement.   

9.      Next Meeting

The next meeting of the Board of Directors will be held in Toronto on Wednesday, September 23, 2009 in conjunction with the Annual General Meeting on September 22, 2009.

L. Gravel, M. Stewart, B. Holland, and Norm Ritchie withdrew from the meeting.

8.      In Camera Session

The Board of Directors held an in camera session.

Following the in camera session, L. Gravel and B. Holland rejoined the meeting.

Governance Reform

The Board of Directors resumed discussions from the tabled item.

Discussions ensued on the process and timelines of the Governance reforms and some Directors questioned if the project should continue or not.  The Board of Directors agreed to move forward with the Governance reforms on or until the Board of Directors’ meeting in October at which time it will be discussed yet again.

9.      Adjournment

There being no further business, on motion by J. Rybak and seconded by R. Sutcliffe, the meeting was concluded at 3:35 p.m.