Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held at Fairmont Hotel Macdonald, Edmonton, AB
June 25, 2024
Attendance:
Board of Directors: Liza Aboud, Colleen Arnold, Don Bowman, Graeme Bunton, Anne Butler, Matthew Gamble, Eric Hill, Jill Kowalchuk (Chair), Samantha Ventresca, Rob Villeneuve, Michael Zahra
Board Advisors: Byron Holland, John Demco
Regrets: Gwen Beauchemin (Vice-Chair)
Corporate Secretary: Brigitte LeBlanc-Lapointe
Guests: Sanita Alias, Adam Eisner, Jon Ferguson, Jane Fulford, Maureen James, Charles Noir, Paula Panetta, Deanna Young
1. Call to Order & Approval of Agenda
The meeting was called to order at 9:03am am MT on June 25, 2024.
IT WAS MOVED by Michael Zahra and SECONDED by Matthew Gamble that the agenda be approved as presented.
Motion passed unanimously.
1.2 Conflict of Interest Disclosure
There were no conflicts of interest declared in relation to the meeting items.
2. In-Camera Session (Directors only)
The Board held an in-camera session.
B. Holland, S. Alias, A. Eisner, J. Ferguson, J. Fulford, C. Noir, P. Panetta, and D. Young joined the meeting.
3. Chair Remarks
The Chair welcomed the Board to Edmonton and noted that the main topic of this meeting will be strategic planning. The Chair thanked Management for their efforts in respect of planning the sessions in connection with drafting the FY26-28 Strategic Plan and review of the general approval timing within the board calendar.
4. President & CEO Remarks
4.1 Welcome from the President & CEO
The President & CEO welcomed attendees to the meeting and provided general updates on recent CIRA activities, a view towards CIRA’s next strategic plan and the evolving regulatory landscape.
4.2 Land Acknowledgement
The President & CEO led a conversation about purposeful and meaningful indigenous land acknowledgements in Board meetings. Discussion ensued on this topic, including consideration of intentions versus outcomes, and the ways in which the Board could implement truth and reconciliation efforts more broadly in its and CIRA’s activities. The Chair committed to working with Management to develop an ongoing plan to incorporate truth and reconciliation efforts into Board meetings and activities.
4.3 Stakeholder Overview
The President & CEO presented an overview of CIRA’s stakeholders, highlighting the manner in which CIRA interacts with each group. The Board was also provided with a presentation on membership engagement outlining the methods used to engage CIRA’s members, and the success rates of each method. Discussion ensued regarding the relative importance of the various stakeholder groups, membership rates and member engagement.
5. Consent Agenda
The Chair noted that the consent agenda items were shared in advance of the meeting and invited board members to remove items from the consent agenda for discussion. Upon request, the Chair then removed the Management Report and Service Standards Committee report from the consent agenda for further discussion.
IT WAS MOVED by Anne Butler and SECONDED by Colleen Arnold that the minutes of the meetings on February 27 & 28, 2024, and April 3, 2024 be approved as presented and that the remaining items in the Consent Agenda be received.
Motion passed unanimously.
5.5 Management Report
The Board inquired as to the existence of documentation to promote generational knowledge transfer and was advised that CIRA has a well documented process, including a result of CIRA’s ISO certification which includes policies and procedures specific to Information Security Management Systems (ISMS). In addition, following a question regarding the status of AI-related policies, Staff noted that these are a very significant topic of conversation at CIRA and that AI-related policies are currently being prepared by Management.
5.7 Service Standard Committee Report
The Board expressed appreciation for the insight provided in this report and a brief discussion ensued regarding use of pilots for diversified services and consideration of incorporating B Corp certification into CIRA’s corporate structure.
6. Committee Reports
6.1 Governance Committee Report
Nomination Process & Guidance to Nomination Committee
The Governance Committee chair advised that the application window for potential Board candidates to appear on the Nomination Committee slate closed on Tuesday, June 18, and that the Nomination Committee would be meeting in due course to review and evaluate each submission having regard to the guidance provided to them by the Governance Committee’s annual guidance letter.
Board Effectiveness Survey
The Board was thanked for completing the annual board effectiveness survey and it was noted that direction was given to Management to work with the Board Chair to act on the input received in order to evolve and improve the operations and effectiveness of the Board.
7. CIPA Grant Recommendations
M. James joined the meeting.
The Community Investment Committee co-Chairs presented the final list of proposed grantees to the Board for their review and approval, and noted that this is a year-long process that includes both staff input and contributions from members of the Grants Evaluation Panel (previously Community Investment Evaluation Panel). The Committee thanked staff for their efforts.
CIRA staff advised that the Grant Evaluation Panel discussed and scored a total of ninety-three (93) eligible projects, which reflected a focus on indigenous, northern, rural and student applicants from ten (10) Canadian jurisdictions.
In response to specific questions from the Board, it was noted that:
- The Grants program sees a very high success rate of funded projects, in part due to thorough vetting of applicants ahead of funding and monitoring of projects throughout implementation.
- There is no limit to the number of times an organization may apply for a Net Good grant, however previously funded projects must be completed before another application may be submitted.
IT WAS MOVED by Eric Hill and SECONDED by Graeme Bunton that:
a) the full disbursement of $1,256,061 be approved; and
b) the fifteen (15) submissions with discretion to substitute such submissions with a recommended back-up project, all as presented to the Board, be approved.
Motion passed unanimously.
IT WAS MOVED by Liza About and SECONDED by Michael Zahra that the payment of a $2,000 honorarium to each of the independent non-Directors on the Grants Evaluation Panel be approved.
Motion passed unanimously.
M. James withdrew from the meeting.
8. In-Camera Session
The Board held an in-camera session.
9. Other Business
9.1 Policy & Advocacy Update
The Vice President, Community Investment, Policy & Advocacy provided an update on CIRA’s policy and advocacy activities and noted that choices regarding policy and advocacy positions are purposeful and evaluated within an approved framework.
In Q4, CIRA made significant progress against its global internet strategy goals, with engagement in a range of international processes, including consultations associated with the global Internet Governance Forum and United Nations’ (UN) Global Digital Compact (GDC). CIRA laid the groundwork for a new coalition of technical operators advocating for a renewed commitment to multistakeholderism. Questions and discussion followed on multistakeholderism in the global internet governance.
9.2 Formation of Strategic Plan Advisory Group
The Board was presented with the proposed membership of the Strategic Planning Advisory Group.
IT WAS MOVED by Matthew Gamble and SECONDED by Samantha Ventresca that Gwen Beauchemin, Graeme Bunton, Eric Hill, and Rob Villeneuve be appointed to the Strategic Planning Advisory Group (SPAG) for a term expiring upon final approval of the FY26-28 Strategic Plan and that each member of the SPAG be compensated for their participation at advisory group meetings in line with compensation for Committees as outlined in the Director Compensation Policy.
Motion passed unanimously
(with G. Bunton, E. Hill & R. Villeneuve abstaining)
9.3 Action Item Register
No discussion ensued on this item.
9.4 Board Work Plan
No discussion ensued on this item.
Adjournment
The Chair adjourned the meeting at 1:35 pm MT.
Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held at Fairmont Hotel Macdonald, Edmonton, AB
June 26, 2024
The Chair re-opened the meeting at 1:34pm MT on June 26, 2024.
10. In-Camera Session (cont…)
The Board held an in-camera session.
11. Conclusion of Meeting
IT WAS MOVED by Matthew Gamble SECONDED by Samantha Ventresca that the meeting of the Board be concluded.
Motion passed unanimously.
The Chair concluded the meeting at 2:33pm MT.
