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Minutes of the Meeting of the CIRA Board of Directors held via Webex on July 20, 2022 at 2:30 p.m. ET

Directors attending: Liza Aboud, Iris Almeida-Côté, Colleen Arnold, Gwen Beauchemin, Anne Butler, Andrew Escobar, Eric Hill, Jill Kowalchuk (Chair), Crystal Nett, Samantha Ventresca, Alourdes Sully, Rob Villeneuve

Advisors: John Demco, Byron Holland, Charles Noir

Corporate Secretary: Brigitte LeBlanc-Lapointe

Recording Secretary: Lynn Gravel         

Guests: Albert Chang, Jane Fulford

1. Approval of Agenda

It was moved by G. Beauchemin and seconded by I. Almeida-Côté that the agenda for the meeting be adopted as presented. The motion was unanimously carried.

2. Approval of the Draft Minutes of the June 8, 2022 and June 29, 2022 Board of Directors’ Meetings

It was resolved that the draft minutes of the June 8, 2022 and June 29, 2022 Board of Directors’ meetings be approved as presented.

(Moved: A. Sully, seconded: L. Aboud, motion unanimously carried.)

3. Approval of the 2022 Audited Financial Statements

The audited financial statements for the fiscal year ended March 31, 2022 were tabled at the meeting.

The Chair of the Finance, Audit, Investment and Risk Management (“FAIR”) Committee reported that the Committee had reviewed in detail the audited financial statement at its last meeting. Welch’s draft audit opinion indicated that the financial statements presented fairly, in all material respects, the financial position of the Canadian Internet Registration Authority. It was noted that the signed audit opinion and management representation letter would be delivered shortly.

The FAIR Committee was therefore recommending that the Board of Directors approve, subject to the receipt of the final audit opinion and signed management representation letter:

  1. the audited financial statements of the Canadian Internet Registration Authority for the fiscal year ended March 31, 2022 as presented;
  2. the audited financial statements be presented to the members of CIRA at the next Annual General Meeting; and
  3. J. Kowalchuk and C. Nett be authorized to sign CIRA’s 2022 audited financial statements on behalf of the Board of Directors to signify approval of the Board.

(Moved: I. Almeida-Côté, seconded: A. Escobar, motion unanimously carried)

4. CIRA By-law

Staff noted that at the June 8, 2022 Board meeting, staff had presented proposed By-law changes. The proposed By-law changes were housekeeping in nature to improve organizational processes and efficiencies.  These amendments relate to the following provisions: 1) Commencement of Director Terms (section 3.06); 2) Electronic meetings (section 4.06); 3) Votes to Govern (section 4.07); 4) Quorum (section 22) and 5) Update to Wainberg’s (section 16.01).  A copy of the changes is set out as Schedule A.  As set out in section 17.01 of CIRA’s By-law No. 1, any changes to CIRA’s By-law are first made by the Board, and then confirmed by the members at the next meeting of members.

It was therefore resolved that the Board approve the By-law changes as presented in Schedule A and that the changes be presented to the members of CIRA for confirmation at the next Annual General Meeting.

(Moved: A. Escobar, seconded: A. Butler, motion unanimously carried)

5. Other Business

There was no other business to discuss.

6. Next Meeting

The next meeting of the Board will be held on September 14, 2022.

A. Chang, J. Fulford and L. Gravel withdrew from the meeting.

R. Villeneuve joined the meeting.

7. In-camera Session

The Board of Directors held an in-camera session.

8.   Adjournment

There being no further business, it was moved by A. Sully and seconded by G. Beauchemin, that the meeting be concluded at 4:17 p.m.