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Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on December 1, 2009 at 9:00 a.m. Ottawa time.

Directors attending: Paul Andersen, Richard Anderson, Kerry Brown, John Demco (ex-officio), Heather Dryden (ex-officio), Byron Holland (ex-officio), Jim Grey, Ron Kawchuk, Lynne Mackan-Roy, Ross Rader, Barry Shell, Rick Sutcliffe, Tom Williams, Victoria Withers

Corporate Secretary: Michael Stewart

Guests: David Fowler, Nancy Philip

Recording Secretary: Lynn Gravel

1.      Approval of Agenda

The Chair proposed that the agenda be amended to include items 12.1 (Resignation of Peggy Gilmour) and 12.2 (Corporate Calendar), and to also remove item 4. (Update on Code of Conduct).

Be it resolved that the agenda be adopted with these amendments.

(Moved:  L. Mackan-Roy, seconded: R. Rader, unanimously carried)

2.      Final Report on WHOIS Consultation

M. Stewart reminded the Board of Directors that the Consultation, which concluding in the fall, followed the OECD Guidelines for Online Public Consultation.  The purpose of the consultation was to generate answers to the question of whether or not the policy had achieved the appropriate balance between protecting the privacy of individual Registrants and providing timely mechanisms for legitimate information requests, given the experience of the past 12 months.

In general, Registrants, Members and Registrars are satisfied with CIRA’s Privacy Policy changes and believe that CIRA has been successful at striking an appropriate balance between privacy concerns and the need for accountability of individual dot-ca domain name holders. On the other hand, Law Enforcement, the IP Community and some Privacy Advocates expressed some concerns.  Unfortunately, certain changes preferred by them do not appear to be supported by CIRA’s Registrants, Members or Registrars. 

Staff’s recommendation to the Board of Directors was to publish the input to the consultation, any approved resulting policy changes and to then \implement any resulting policy changes.

Staff also informed the Board of Directors that new legislation was before Parliament –  Bills C-46 and C-47,which if passed in their current form, may affect the current policy, particularly the provisions regarding law enforcement access to certain Registrant information.

R. Rader moved that the Board of Directors accept the report, not make any policy changes given the results of the consultation, and review the policy in another two years.  Seconded by K. Brown.

Some Directors however, noted that the views of outside stakeholders appeared to differ from the Registrant survey results, where the Registrants appeared to be relatively unaware of the WHOIS changes.  A concern was expressed regarding whether the consultation had adequately reviewed the concerns of law enforcement regarding CIRA’s policy to notify Registrants following a disclosure to law enforcement, particularly with regard to the five exceptional areas introduced with the new policy in June 2008.  In response to questions from the Board, staff noted that, when compared to other Registries, CIRA continued to lead in regards to WHOIS privacy. 

Staff recommended that the Board of Directors publish CIRA’s intended next steps or its point of view on the proposed recommendations.  Accordingly, K. Brown amended the motion to include that the Board of Directors will not be making any recommendations at this time.  After concerns were expressed with this proposal, K. Brown further moved that the results of the consultation be published as well as the proposed recommendations put forward by staff. 

It was therefore resolved that the Board of Directors approve the publishing of the final report on the WHOIS consultation and the proposed recommendations.

(Moved: R. Anderson, seconded: R. Sutcliffe, for: R. Anderson, J. Grey, R. Kawchuk, L. Mackan-Roy, B. Shell, R. Sutcliffe, V. Withers, opposed: K. Brown, R. Rader, T. Williams, motion carried)

3.      2009 Elections – Final Report

M. Stewart presented the Returning Officer’s final report on the 2009 Elections and noted that the Returning Office felt the election had ran smoothly.  The election software functioned very well with fewer problems than last year.  Four recommendations for improvement were made in his report, all of which staff recommended be implemented.  The most significant recommendation contained in the report related to the conflict of interest process. It called for Nomination Committee Nominees and Member Nominees declare conflicts with CIRA which substantially interfere, or appear likely to interfere, with their capacity to perform their duties as a Director.  Such declarations would also be made in the application phase, to ensure they can be addressed at the outset.

Be it resolved that the Board of Directors accept the report and recommendations as presented and that staff proceed with the implementation of the changes.

(Moved:  R. Rader, seconded: K. Brown, unanimously carried)

Be it further resolved that the Board of Directors appoint Eric Lay as the Returning Officer for the 2010 Election.

(Moved: R. Rader, seconded: K. Brown, unanimously carried)

4.      Dot-ca Advertising and Channel Support Program

D. Fowler presented to the Board of Directors the dot-ca advertising and channel support program. He noted that the overall strategy of the program is to create awareness of the benefits of having a dot-ca and to position the dot-ca brand as the preferred domain extension for Canadians.  A national multi-media campaign that includes national print, online and micro sites began in September 2009 and runs until March 2010. The campaign directed interested people to a branded website that reinforces dot-ca and then further directs them to a selected Registrars’ site.  Material such as fact sheets, banner ads and system support emails were also provided to the channel partners.

In summary, the program will create a baseline as it moves forward and staff will be able to optimize the current program tactics and measure any future programs.

5.      Update on DNS Redirection

M. Stewart briefed the Board of Directors with an update on their activities on this matter.  He noted that DNS redirection is done by ISPs around the world and DNS wildcarding by at least 11 ccTLDs.  The overall consensus from the international Internet community is that DNS redirection should at best be controlled and at worst be prohibited entirely. The Internet Engineering Task Force (IETF) have a working document open for review and comments until January 7, 2010, which and outlines best practices for DNS redirection.  ICANN also states, as part of the gTLD roll out, that the new top-level domains should not use DNS redirection and synthesizing of DNS responses.  Further, the ccNSO has set up a small working group to address DNS redirection. The group will liaise with ccTLDs who are currently using redirection to solicit their view and report to the Council and ccTLD community at the Nairobi meeting in March 2010.

Staff recommended that CIRA establish a formal policy regarding its own practices on DNS redirection.  Also, to ensure that CIRA’s perspective is heard and to assist with our own policy development, staff recommended taking part in groups already addressing this matter (i.e. IETF and ccNSO), and investigate whether there were other, domestic steps that could be taken.  

It was the consensus of the Board of Directors that staff proceed as recommended.

6.      Board Compensation Policy

Further to the Board of Directors’ meeting of September 23, 2009 in which the Board approved revisions to the Board Compensation Policy, staff now presented the revised Policy which implemented such approved change.  Staff noted that, one change to the payment options has been made, to ensure compliance with tax laws.  At the request of the Board, section 2 (c) was amended to include the word “national” before 50%/50% composite.

Be it resolved that the Board of Directors approve the Director Compensation Policy with the above noted amendment.

(Moved: L. Mackan-Roy, seconded: R. Kawchuk, unanimously carried)

7.      Update and Discussion on 2010-2011 Strategic Plan

As a result of the strategic planning session on Monday, November 30, 2009, it was resolved that the Board of Directors approve the following objectives and top level strategies for fiscal year 2011 to fiscal year 2013:

Overall Objective:

1.      .CA is the preferred choice of Canadians

Strategic Objectives:

1.      Enhance Corporate Reputation

2.      Increase .ca Brand Value

3.      Achieve operational excellence

4.      Champion effective & efficient .ca stewardship

Top Level Strategies:

1.      Increase domestic community engagement

2.      Maintain international community participation

3.      Enhance .ca product

4.      Improve .ca profile and distribution

5.      Building customer satisfaction

6.      Creating high performance culture

7.      Maintaining security and stability of DNS

8.      Improve integrity of .ca domain

(Moved:  R. Anderson, seconded: T. Williams, unanimously carried)

Staff will report back at the March 22, 2010 Board of Directors’ meeting with the operational plan and budget for the fiscal year 2011.

8.      Dot-ca Task Force Update

B. Holland reported on the November 11, 2009 meeting with Registrars.  The overall objective of the meeting was to solicit Registrar feedback on the best migration path for everyone for the Registry re-write.  Four migration paths were presented to them: 1) execute a single phase migration; 2) run old and new systems in parallel; 3) create RARXML2; and 4) extend EPP to reflect current business rules. Registrars engaged in an open and robust discussion and focused their consideration on the single phase and parallel phase approach.  Registrars were able to provide great feedback on the migration phases and unanimously agreed that the best approach was the single phase transition.  As a result, staff will be proceeding with a single phase transition migration, currently scheduled for October 2010. In the meantime, staff is running a beta program for a select number of Registrars. 

9.      Update on Committees

The Audit Committee reported that they would be meeting in January 2010 to review the process to change over to the International Financial Reporting Standards and the implication of the harmonized sales tax to the financial system. 

The Technical Oversight Committee reported that they had met the previous days to review to reporting structure in the absence of the Chief Information Officer as well as status of the Registry re-write project.

The Executive Committee reported that they had met three weeks earlier to review today’s agenda.

The Governance Committee had not met since the last Board meeting.

10.   Financial and Operational Updates

10.1 Report on all Statutory Obligations

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

10.2 Management Report

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

10.3 Review of Q2 2010 Financial Results

This report was provided to the Board of Directors as information and tabled at the meeting.  N. Philip did, however, indicate that the capital expenditures were under budget for this period and scheduled for the last two quarters of the fiscal year. 

11.   Other Business

11.1 Resignation of Director

The Chair informed the Board of Directors that recently elected Director P. Gilmour had resigned from the Board due to time and personal constraints.   M. Stewart informed the Board of Directors that, pursuant to the Bylaws, the position could be left vacant until the next Election, or the Board could appoint someone in her place.

After further discussion, it was resolved that the seat remain vacant until the next Election of Directors.

(Moved:  K. Brown, seconded: V. Withers, for: K. Brown, L. Mackan-Roy, T. Williams, V. Withers, opposed: J. Grey, R. Rader, B. Shell, abstaining: P. Andersen, R. Anderson, R. Kawchuk, R. Sutcliffe, motion carried)

11.2 Industry Canada Update

H. Dryden reported that Marta Morgan was now the Assistant Deputy Minister at Industry Canada, Strategic Policy sector and a meet and greet would be arranged for sometime in January 2010.

11.3 Corporate Calendar 2009-2010

Further to the Board of Directors’ meeting of October 15, 2009, staff reviewed the corporate calendar and proposed that the Board of Directors hold a one day session on February 4, 2010 to review CIRA’s mission, vision and values.

12.   Next Meeting

The next Board of Directors’ meeting will be held on Monday, March 22, 2010 in Ottawa. 

D. Fowler, L. Gravel, B. Holland, N. Philip and M. Stewart withdrew from the meeting.

13.   In-Camera Session

The Board of Directors held an in camera session.

Following the in camera session, L. Gravel rejoined the meeting.

14.   Adjournment

There being no further business, on motion by R. Rader and seconded by R. Sutcliffe (unanimously carried), the meeting was concluded at 2:25 p.m.