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Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on March 22, 2010 at 8:30 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, Barry Shell, Rick Sutcliffe, Tom Williams, Victoria Withers

Regrets:  Ross Rader                       

Corporate Secretary: Michael Stewart

Guests:  David Fowler (CIRA), Jacques Latour (CIRA), Nancy Philip (CIRA)

Recording Secretary: Lynn Gravel

1.      Approval of Agenda

The Chair proposed that the agenda be amended to: remove item 2. (CEO Update); include an update on the meeting with Industry Canada under item 8.4 (Report from the Executive Committee); and include under item 9. (Other Business) By-Law Amendment. 

It was the consensus of the Board of Directors that the agenda distributed with the material for the meeting be adopted with these amendments.

2.      Financial and Operational Updates

2.1 Report on all Statutory Obligations

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

2.2   Management Report

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

2.3 Review of Q3 2010 Financial Results and Projected Year-End

 This report was provided to the Board of Directors as information and tabled at the meeting.  N. Philip noted that the financial results were on track to the forecast and the expenses would be higher in the last quarter primarily because of the dot-ca project.

3.      Operational Plan and Budget 2010-2011

At its meeting on December 1, 2009, the Board of Directors approved the strategic objectives of the Corporation, as well as the top level strategies for fiscal year 2011 to fiscal year 2013.    In reviewing this year’s initiatives, B. Holland noted that the organization was on track and had achieved what it had set out to do with the dot-ca rewrite, rebuilding of the infrastructure, reworking the channel and several marketing and communication strategies.  

B. Holland was looking for the Board of Directors to approve the Corporate Plan presented as a standalone document and the presentation that followed defined the core strategies and operational plan to achieve its objectives.  The overall budget increase for fiscal year 2011 is between 3 to 4 percent, when comparing the budget from the previous year, and the increase can be attributed to mostly salaries and benefits and consultants.  The Board noted that the proposed FY11 budget, when compared to FY10 budget was modest, but that the increase between proposed FY11 budget and FY forecast was larger. N. Philip noted that when comparing the budget to actual, the percentage is larger, but confirmed that any increase in expenses are commensurate with the increase in revenue. The Board requested that future proforma financials should include comparison between both previous budgeted and previous actual.

B. Holland presented an update on the Registry and DNS infrastructure, and the costs to maintain them.  B. Holland also mentioned that an independent review of the infrastructure and disaster recovery plan had been completed recently and proved to be very robust.  H. Dryden also noted that Industry Canada was considering reviewing/updating the Binder letter and that it could serve as an opportunity to re-affirm the relationship between CIRA and Industry Canada, recognizing that the security, stability and resiliency of the DNS and Registry are priority considerations. It was further noted that Industry Canada would be seeking views from CIRA regarding ICANN’s proposal for the establishment of a global Computer Emergency Response Team (CERT) to address DNS specific security issues.

Staff then presented their specific areas of the Corporate Plan.  J. Latour identified the key projects for Operations as: the dot-ca rewrite with a launch date of October 2010, network upgrades and system enhancements, Information Technology Infrastructure Library (ITIL) implementation, emergency preparedness and assessment of the IPv6 architecture for implementation.  It was noted that the DNSSEC initiatives would most likely be implemented in May 2011 with version 2 of the dot-ca rewrite as well as the introduction of internationalized domain names (IDN). The increase in budget over last year is mostly due to software and hardware support and the remote data centers.

Some discussions ensued regarding specific timelines, and the level of details for each project.  It was agreed that specific key deliverables should be provided on the larger projects.

R. Sutcliffe joined the meeting.

D. Fowler highlighted some of the key initiatives in Marketing, Communications, Product Management and Channel Support for the upcoming year.  As part of the Marketing and Communications initiatives staff will be developing and implementing a Membership engagement strategy and advertising will continue next year to further increase awareness of the dot-ca.  Other initiatives include the Community Investment Program, brand framework and the website refresh.  Marketing and Communications will also be responsible for creating a comprehensive communications plan in support of the dot-ca rewrite project.  Channel Support will be working with Registrars through their accreditation process in addition to developing and implementing a marketing support program.  The increase in budget over last year is mostly due to the Community Investment Program and Membership Engagement. 

Several questions were raised regarding the market share and promoting the dot-ca vs promoting the corporation.  Staff explained that the focus was to promote the dot-ca and promoting CIRA as an organization was done through our Annual General Meeting and Elections.  As for the market share, staff did not have specific information at this time but was building on it at the moment through our on-going surveys. 

J. Latour then presented the initiatives for the Development Group and noted that the key ones were the dot-ca rewrite, JBoss implementation, QA environment and aligning with ITIL.  The increase in budget over last year is due to the consulting on the JBoss and ITIL initiatives.  It was noted that resources would be less than last year since specific skills will be outsourced accordingly.   

M. Stewart noted that the key initiatives for Legal and Policy were: the dot-ca rewrite, compliance roll-out, CDRP review, policy development and a documentation retention policy. The decrease in budget over last year is due to the reduction in legal and consulting fees associated with the FY10 Governance Review and the requirements on the dot-ca rewrite project are much less compared to last year.

N. Philip indicated that Finance and Administration consists of all overhead costs, the Executive Office, Human Resources and the Board of Directors.  The major initiatives in this year’s operational plan include the implementation of phase one of the International Financial Report Systems, the introduction to the risk management framework and the implementation of the HST for July 1, 2010.  The slight increase in budget over last year is due to inflation on general and administration expenses.

B. Holland presented an overview of the strategic objectives and top level strategies to give the Board of Directors a sense of how the activities are linked.  Discussions ensued regarding the international community participation, especially around the Internet Governance Forum (IGF).

N. Philip presented the capital budget plan for the fiscal year noting that the largest increase was for computer hardware to support the dot-ca rewrite and software for the Oracle licenses. The Technical Oversight Committee agreed that they would review the capital forecast at its next meeting.

After further discussion, the Board of Directors agreed that the Corporate Plan should be amended to include metrics on the key objectives then circulated once more for final approval.  As a result, Directors R. Anderson, J. Grey and T. Williams will work with staff to establish the metrics and report back to the Board of Directors with a proposal. 

It was resolved that the Board of Directors approve the FY11 budget as presented.

(Moved: L. Mackan-Roy, seconded: V. Withers, opposed: R. Anderson and R. Sutcliffe, motion carried)

4.      2010 AGM  

D. Fowler provided the Board of Directors with some background information on the requirements and opportunities in holding an Annual General meeting (AGM). It was noted that historically, meetings have been held in Toronto in 2009, Vancouver in 2008, Toronto in 2007 and Montreal in 2006. Also, as a result of the membership structure change in 2006, the rate of participation at an AGM had declined significantly in last two years and achieving quorum had become very difficult.  Webcasts have also been used in the past with little success. 

Discussions ensued regarding remote participation and the AGM location. It was noted with some concern, by both Board and staff, that our membership distribution has caused a situation where the organization would be at risk of not meeting quorum if the meeting is held outside of Toronto. The Board expressed its desire to reach the widest audience possible for each AGM. Discussions involved the possibility having satellite locations and/or enhanced remote participation.  Some of the Directors were of the view that the membership process should be simplified and an online meeting be held to perhaps change the quorum.  Staff confirmed that the membership process had been simplified somewhat in the last year and online participation will be reintroduced at this year’s AGM. .  Staff did not recommend changing the quorum between now and the AGM, due to the complexities associated with this issue.  

As noted by staff, the Governance Committee had addressed the membership issue last year but consensus by the Board of Directors had not been reached on the recommendations of governance changes.   Members of the Governance Committee will reconsider the membership issue and report back at the next meeting with a recommendation.

Be it resolved that the Board ask the Governance Committee to review CIRA’s definition of Membership, and make specific recommendations for changes that can be in effect in time for the 2010 AGM.

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

Be it further resolved that the Board of Directors approve that the Annual General Meeting be held in Toronto, Ontario.

(Moved: V. Withers, seconded: L. Mackan-Roy, unanimously carried)

5.      Community Investment Program

B. Holland reminded the Board of Directors that CIRA’s core mandate was to effectively run the Registry and DNS on a not-for-profit basis for all Canadians.  B. Holland also reminded the Board of Directors of the Board policy for CIRA to maintain a 12-month operating reserve. At its meeting in October 2009, the Board of Directors requested that staff provide a 3-year Community investment plan and budget for approval.   As a result, staff had prepared a draft 3-year program and budget for review and approval.   As part of the plan, B. Holland presented four guiding principles used to establish the program’s initiatives: 1) initiatives must seek to enhance the Internet, the Internet communities usage and/or our understanding of the Internet’s impact on Canadian society; 2) initiatives must ultimately work toward providing benefits to Canadian Internet users; 3) initiatives will encompass a range of activities; and 4) the Community Investment Program (CIP) will be funded through the operating planning process with an annual review of the funding.  Staff identified program categories and initiatives linked directly with the organization’s strategic objectives and top level strategies.  Overall, staff felt that the initiatives represented a good mix of activities under Internet governance, technology infrastructure, education and knowledge and dot-ca excellence.  It was further noted that, under the program, the Board of Directors would agree on the program’s funding envelope on an annual basis.  Staff would then fund the identified initiatives and report to the Board of Directors annually.  Staff would also develop and implement the managed programs such as the Canadian Internet Governance Forum and the web awards outlined in the program.

B. Holland presented the proposed budget allocation for the program, noting that the only long term commitment was for the BIND project. 

Generally Directors were positive with the overall concept of the program but raised concerns to ensure that it would achieve community and corporate goals, by expanding Canada’s use of the dot-ca.   Some Directors were of the view that the guiding principles were too broad although some felt they should be fairly general. There was also concern raised as to whether the Board should approve individual projects and keep the fairly general principles.  Staff noted that the category rationale was consistent with the overall strategy and it was proposed that the CIP would be revised every year as part of the operational planning. 

Further discussions ensued on whether the Board of Directors should review and approve each activity or project. Due to time constraints the Board instructed staff to take the feedback given during the meeting to provide further detail and to fine tune the plan accordingly, with the hope that the plan could be approved electronically before the June meeting.

Since some activities were time sensitive, the Board of Directors agreed that staff should proceed with the Governance School and Mesh Sponsorship initiatives and directed staff to provide more details on the Canadian Internet Governance Forum and Web Awards initiatives in the upcoming weeks.

J. Demco and V. Withers withdrew from the meeting.

It was therefore resolved that the Board of Directors approve the Governance School and Mesh Sponsorship initiatives for a total amount of $45,000.

(Moved:  R. Anderson seconded: J. Grey, motion carried)

6.      Follow up Action Items from Calgary Workshop

Due to time constraints this item was deferred to discussions online.

7.      Update on Committees

7.1 Report from the Governance Committee

The Governance Committee did not meet since the last Board of Directors’ meeting.

7.2 Report from the Technical Oversight Committee

The Technical Oversight Committee did not meet since the last Board of Directors’ meeting.

7.3 Report from the Audit Committee 

R. Kawchuk reported that the Committee had met in February 2010 to review the impact analysis of moving over to the International Financial Reporting Standards (IFRS) and next year’s budget assumptions. 

R. Kawchuk also noted that the auditing process would be starting shortly and the Committee will be meeting prior to the next Board meeting to review the draft financial statements. 

It was therefore resolved that the Board of Directors approve the remuneration paid to the firm of Kriens Larose LLP for serving as auditor of the Canadian Internet Registration Authority until the next annual meeting of CIRA or until its successor is appointed, whichever is earlier, will not exceed $10,500.

(Moved: R. Kawchuk, seconded: J. Grey, unanimously carried)

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

7.4 Report from the Executive Committee

The Executive Committee held an in camera session.

D. Fowler, L. Gravel, B. Holland, J. Latour, N. Philip and M. Stewart rejoined the meeting.

P. Andersen reported that he and the President and CEO had met with the Assistant Deputy Minister, Spectrum, Information Technology and Telecommunications of Industry Canada on January 25, 2010 and members of her staff.  The discussion focused mostly on CIRA’s role and contribution, both domestic and international, the WHOIS consultation, CIRA’s role in IPv6 and the strategic objectives for the upcoming year.  H. Dryden noted that the Assistant Deputy Minister had discussed the future launch of a consultation on a digital economy strategy and had invited CIRA to comment.  Overall it was a good meeting and for better continuity, it was recommended that Industry Canada and the organization meet twice a year.  

8.      Other Business

8.1 By-Law Amendment

This item was discussed under item 5. 2010 AGM.

9.      Next Meeting

The next Board of Directors’ meeting will be held on Tuesday, June 1, 2010 in Ottawa. 

10.   In Camera Session

Due to time constraints the Board of Directors did not hold an in camera session.

 11.   Adjournment

There being no further business, on motion by R. Sutcliffe and seconded by B. Shell, the meeting was concluded at 4:30 p.m.