Demco and a group of volunteers ran the registry for 13 years. Since 2000, the registry for .CA domain names has been run by the Ottawa-based Canadian Internet Registration Authority (CIRA).

“We owe a debt to the visionaries who set up .CA in the 1980s,” explained CIRA’s President and CEO Byron Holland. “While many people today may take the Internet for granted, the fact is, without the foresight of people like John Demco, the Internet might not have developed as we now know it.”

In 1987, the Internet was a very different entity. Very few Canadians were online, and until 1990 only governments and the academic community were able to register .CA domains. The very first .CA domain name was registered to the University of Prince Edward Island in 1988. Today, .CA is an integral part of the Canadian economic and social landscape.

From 1987 to 2000, the volunteers at UBC registered almost 60,000 domain names. Now with more than 1.9 million domain names registered, .CA is the world's 14th-largest domain registry, and it has the fourth-highest growth rate over the past five years.

Research conducted by CIRA suggests that:

• The .CA domain is viewed as being safe, secure and trusted.
• Canadians value .CA, with 88 per cent of Internet users seeing it as an important resource for Canadians.
• Forty-nine per cent of Canadian Internet users say they are proud to be Canadian and feel a personal connection to the .CA domain extension.

“The growth in both the size of the registry and in the role .CA plays in Canadians’ lives bodes well for the next 25 years of .CA,” said Holland. “As we move more and more of our lives online, .CA is becoming the ‘flag on the virtual backpack’ for hundreds of thousands of Canadians.”

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About CIRA
The Canadian Internet Registration Authority is the member-driven organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally.

For more information, please contact:

Tanya O’Callaghan
Communications Manager, Canadian Internet Registration Authority
(613) 237-5335 ext. 262
tanya.ocallaghan@cira.ca

CIRA’s Nomination Committee will review applications and select the Final Nomination Committee Slate which will then be voted on by .CA Members during the September election. There are three nomination committee seats available, all of which will hold three-year terms.

Canadians with governance experience and relevant background in industry, technology or the Internet are encouraged to apply. Expertise in one of the following areas would be an asset: accounting, law, marketing and communications or technology.

This is a unique opportunity to work with Canada's Internet leaders as they develop strategy and policy that positions .CA for operational excellence. The skills, experience and expertise Board members bring to the table will help guide CIRA as it fulfills its mandate to manage the .CA domain as a key public resource for the benefit of all Canadians.

Applications may be submitted between May 10 and June 8 at: https://elections.cira.ca/2012/en/nom_com_nominees.html.
    
The Internet belongs to all of us, and impacts every aspect of our lives. CIRA’s election process provides Canadians and .CA Members an opportunity to take a leadership role in the development of the Internet of the future to ensure it continues to be an open and accessible public resource.

Information on CIRA’s Board of Directors Election can be found at CIRAelections.ca.

About CIRA
The Canadian Internet Registration Authority (CIRA) is the organization that manages Canada's .CA domain name registry, develops and implements policies that support Canada's Internet community and represents the .CA registry internationally.

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For additional information, please contact:
Tanya O’Callaghan
Communications Manager
613-237-5335 ext. 262
tanya.ocallaghan@cira.ca

Recently, through Operation Ghost Click, the FBI uncovered an extensive cyber criminal activity, whereas millions of computers around the world were infected with malicious software without the knowledge of the user. The malware, called DNSChanger, affected the Domain Name System (DNS) configuration of the user's computer system. The DNS is the system that changes domain names into Internet Protocol (IP) addresses (for example, cira.ca=192.228.29.1. For more on how the DNS works you can visit http://youtu.be/2ZUxoi7YNgs). The malware infrastructure, which affected over 20,000 Canadian IP addresses, redirected unsuspecting user's to rogue DNS servers, allowing the cyber criminals to manipulate the user's web activity. Because of the complexity and sophistication of this malware, detection and removal is challenging without the help of an IT security professional.

Due to its experience in managing the DNS in Canada, CIRA was approached by Public Safety Canada to assist in developing a tool that allows Canadian Internet users to detect if their computer is affected by the DNSChanger malware.

The result of this collaboration with the Canadian Cyber Incident Response Centre (CCIRC) at Public Safety Canada and the CRTC is the DNSChanger Malware Checker, located at http://DNS-OK.ca/.

Once the user agrees to the Terms and Conditions, the DNS Checker will match the DNS Internet Protocol (IP) address employed by the user’s computer against the known Operation Ghost Click IP addresses. When completed, the user is greeted by either a green banner, which indicates that their computer is not infected with the malware, or a red banner, which indicates that their computer system may be infected with the malware. If the banner is red, the user is encouraged to consult the Public Safety Canada website that provides further information on detection and removal of the DNSChanger malware. For more information please visit http://www.publicsafety.gc.ca/prg/em/ccirc/2011/in11-002-eng.aspx.

 “This type of initiative really speaks to the collaborative nature of the Canadian Internet community, and the key role CIRA plays,” said CIRA’s president and CEO Byron Holland. “CIRA is committed to providing Canadian Internet users with a safe, secure and trusted online experience and this DNS Checker provides an important resource for Canadians to screen their computer for the DNSChanger malware”.

The DNSChanger Malware Checker does not screen for any other virus, malicious code or malware.

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About CIRA
The Canadian Internet Registration Authority is the member-driven organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally.

For more information, please contact:

Tanya O’Callaghan
Communications Manager, Canadian Internet Registration Authority
(613) 237-5335 ext. 262
tanya.ocallaghan@cira.ca

Why Bodog’s fate suggests .ca domains are a safer harbour than .com – March 31, 2012

In order for CRC Systems Inc. .CA Registrants to maintain their .CA domain name(s), Registrants will be responsible for transferring their domain name registration(s) to a new CIRA Certified Registrar of their choice.  All affected Registrants have been informed by CIRA of this development.

Should you require assistance with this, please contact our Registration Support Unit, by email at info@cira.ca, or by phone at 1-877-860-1411.

Time is running out for holders of .CA websites wishing to enter the second annual .CA Impact Awards; March 23, 2012 is the last day to enter.

Organized by the Canadian Internet Registry Authority (CIRA), the awards celebrate.CA websites and applications that make a positive impact in our community.  Winners of each category will receive $5,000 and visibility through CIRA communications.

Entries can be submitted in any of four categories: Public sector and Not-for-Profit, eLearning, Small Business, and Applications (including gaming and mobile).

Confirmed judges include the following Canadian industry leaders:

• Peter Evans, SpeakerFile
• Matt Matheson, Movember Canada
• Iris Almeida-Cote, Canada World Youth
• Paul Taillefer, Canadian Teachers’ Federation
• Valerie Fox, Ryerson University
• Danielle Labossiere Parr, Entertainment Software Association
• Howard Donaldson, DigiBC
• Trevor Lawrence, Fog Studios

The .CA Impact Awards is free to enter. Any .CA website that taps into the Internet’s potential to make a positive impact, be it social, cultural, political, technological or economic has a good chance to win.  Enter now online.

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About CIRA
The Canadian Internet Registration Authority (CIRA) is the organization that manages Canada's .CA domain name registry, develops and implements policies that support Canada's Internet community and represents the .CA registry internationally.

For more information or to arrange media interviews with the event speakers, please contact:
Tanya O’Callaghan
Communications Manager
613-237-5335 ext. 262
tanya.ocallaghan@cira.ca

What is the DNSChanger Malware?

Recently, through Operation Ghost Click, the FBI uncovered a sophisticated cyber criminal activity that infected millions of computers around the world with malicious software without the user’s knowledge. The malware affected the Domain Name System (DNS) of the targeted computer and redirected unsuspecting users to rogue DNS servers, allowing the cyber criminals to manipulate the user’s web activity. This malware is called DNSChanger and detection and removal of the malicious software is extremely difficult. As a resource for Canadian Internet users to screen their computer for the malware, CIRA, developed an online DNS Checker.

How does the DNS Checker work?

Once the user agrees to the Terms and Conditions, the DNS Checker will match the user’s Internet Protocol (IP) address against known Operation Ghost Click IP addresses. When completed, the user is greeted by either a green banner, which indicates that their computer is not infected with the malware, or a red banner, which indicates that their computer system may be infected with the malware. If the banner is red, the user is encouraged to consult the Public Safety Canada website that provides further information on detection and removal of the DNSChanger malware.

The DNS Checker will not screen the user’s computer for any other virus, malicious code or malware.

You can check your computer by visiting www.DNS-OK.ca.

For more information please contact info@cira.ca.

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About CIRA
The Canadian Internet Registration Authority is the organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally.

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About CIRA
The Canadian Internet Registration Authority is the organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally.

For additional information, please contact:
Tanya O'Callaghan
Communications Manager
613 237-5335 ext 262
tanya.ocallaghan@cira.ca

Due to security reasons, WHOIS will now only return a single search result for the exact term entered into the search bar. If no .CA is added to the search term, the WHOIS tool will automatically append a .CA to the search term and complete the WHOIS look-up.

For more information please contact info@cira.ca.

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About CIRA
The Canadian Internet Registration Authority is the organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally.

AGENDA

Directors attending: Paul Andersen, Richard Anderson, Kerry Brown, John Demco (ex-officio), Heather Dryden (ex-officio), Andrew Escobar, Byron Holland (ex-officio), Jim Grey, John King, Rowena Liang, Louise Macdonald, Susan Mehinagic, Barry Shell, Bill St.Arnaud, Victoria Withers

Corporate Secretary: Michael Stewart

Guests: David Fowler, Paul Havey, Jacques Latour

Recording Secretary: Lynn Gravel

1. Approval of Agenda

2. Operational Plan and Budget 2012‐2013

3. Composition of the Nomination Committee

4. 2012 Election

4.1 Policy on Nominations and Election

4.2 Appointment of Returning Officer

5. AGM Venue

6. Report from the Governance Committee

7. Report from the Audit Committee

8. Financial and Operational Updates

8.1 Report on all Statutory Obligations

8.2 Management Report

8.3 Review of Q3 2012 Financial Results

9. Update on Committees

9.1 Report from the Technical Oversight Committee

9.2 Update on Policy Advisory Committee

10. Update on IDN Consultation

11. Other Business

12. Next Meeting: May 31, 2012

13. CEO Update

14. In-Camera Session

Directors attending: Paul Andersen, Kerry Brown, John Demco (ex-officio), Andrew Escobar, Byron Holland (ex-officio), Jim Grey, John King, Rowena Liang, Louise Macdonald, Susan Mehinagic, Bill St.Arnaud (by telephone), Victoria Withers

Regrets: Richard Anderson, Heather Dryden, Barry Shell

Corporate Secretary: Michael Stewart

Guests: David Fowler, Kathy Fisher (Industry Canada), Paul Havey, Jacques Latour

Recording Secretary: Lynn Gravel

1. Approval of Agenda

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

2. Operational Plan and Budget 2012-2013

The Corporate Plan for FY13 was provided to the Board of Directors as information and tabled at the meeting.

The Chair of the Budget Committee noted that the FY13 budget put forward reflected a culmination of several days of joint cross-departmental planning on corporate priorities, subsequent budget submission and rationalization by staff and four Budget Committee meetings held through November 2011 to January 2012.

It was further noted that the Committee had discussed in detail the Channel and Marketing activities, the level of investment for the Community Investment Program (CIP) and the capital investment associated with the CIP. There was also some discussion on the headcount plan and how it supported the strategic objectives for the next few years. The Committee had unanimously agreed to move the ICANN meeting expense from the Marketing & Communications budget to the CIP activities. The Committee therefore recommended that the Board of Directors accept the budget as presented.

It was therefore resolved that the Board of Directors approve the proposed FY13 Operating Expenditure Budget and Capital Budget as presented.

(Moved: J. King, seconded: V. Withers, unanimously carried)

3. Composition of the Nomination Committee

The Working Group of the Governance Committee provided a brief overview of the work completed. The Working Group held several meetings to review all the applications received and from the short list, lengthy discussions had ensued regarding the various industry experience, not-for-profit or public sector work experience and governance experience. The Working Group was therefore recommending five candidates for appointment to the Nomination Committee, three of them returning from last year.

Be it resolved that the Board of Directors appoint the following people to the Nomination Committee for a term of two (2) years: Colleen Arnold, Tim Denton, Rochelle Grayson, Michael Hrybyk and Stuart MacDonald.

(Moved: S. Mehinagic, seconded: V. Withers, unanimously carried)

4. 2012 Election

4.1 Policy on Nominations and Election

Staff noted that the changes to the 2012 Policy on Nominations and Elections 2012 dealt mostly with date and formatting changes.

A clause was also added prohibiting vote-buying to remove any possible ambiguity. Staff noted this was not driven by any particular issue, but a realisation that the Policy was silent on this point.

Be it resolved that the Board of Directors approve the Policy on Nominations and Elections 2012 as presented.

(Moved: S. Mehinagic, seconded: K. Brown, unanimously carried)

4.2 Appointment of Returning Officer

Staff informed the Board of Directors that the current Returning Officer Eric Lay had regrettably decided to step down this year due to the time constraints of his regular employment He will, however, remain as CIRA’s Assistant Returning Officer.

Be it resolved that the Board of Directors appoint Richard Vickers as the Returning Officer for the 2012 Election and set the 2012 Returning Officer's remuneration at $250 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

Be it further resolved that the Board of Directors appoint Eric Lay to assist the 2012 Returning Officer in carrying out his duties and set the remuneration at $165 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

(Moved: K. Brown, seconded: J. King, unanimously carried)

5. AGM Venue

Staff reported that for the last two years, CIRA’s AGM had grown into Canadians Connected, an Internet event that combines the AGM and high-profile keynote speakers, bringing together the Internet community not only at the local level but reaching the national and international audiences via webcast.

Recently, the AGM had rotated between Toronto and Vancouver, due to quorum concerns. With the strong participation of the CIF in Ottawa, and the size of Membership in the region, staff believed that the AGM could instead be held in Ottawa-Gatineau this year.

It was therefore resolved that the Board of Directors approve Ottawa-Gatineau as the location for the FY 2013 Canadians Connected: CIRA Symposium and Annual General Meeting (AGM).

(Moved: V. Withers, seconded: J. King, unanimously carried)

6. Report from the Governance Committee

The Chair of the Governance Committee reported that the Committee had met earlier to discuss the Skills, Competencies and Diversity Consideration document for Board Members. It was noted that once the document was finalized by the Committee, the document would be used to develop a survey to collect information from existing Board Members and identify the gaps from Directors whose term will expire. In addition, the document will provide input to the Nomination Committee in their recruitment and selection of candidates for the final slate.

The Chair also reported that the Working Group had been especially busy with the nomination process and the election reform. It was noted that the election reform consisted of changes arising from the new legislation as well as substantive changes to enhance the governance process. The Committee was currently reviewing the timelines with staff and they would also be engaging in a Member outreach to socialize the proposed changes.

P. Andersen turned the chair to J. Grey and withdrew from the meeting.

7. Report from the Audit Committee

The Chair of the Audit Committee reported that the Committee had met on January 20, 2012 to review the progress on the IFRS conversion. The Committee informed the Board of Directors that the IFRS conversion was progressing on target and the conversion plan was completed as well as the preliminary diagnostic report. The Committee also reviewed the accounting policy choices in order to be compliant with the IFRS standards and staff presented a set of mock-up Financial Statements under the IFRS reporting format.

The Chair of the Audit Committee noted that staff and Deloitte had completed the review of the IFRS Standards and had assessed the impact to the Financial Statements between IFRS and the current C/GAAP. As a result of the work completed by staff in the past year, it was noted that a number of standards had been re-assessed and re-assigned to a lower risk level.

The Audit Committee was therefore recommending that the Board of Directors approve the four accounting policy choices as well as the adoption of the IFRS Financial Statements format by Nature, condensed and CIP broken-out. The Board of Directors was reminded that the standards may change throughout the conversion period and staff will be keeping the Committee informed of any changes.

It was therefore resolved that the Audit Committee recommends that the Board of Directors approve the following tentative IFRS accounting policy choices:

IFRS 1:

• Management will not elect the fair value as deemed cost election for tangible or intangible assets.

• Management will elect to designate investments as available for sale and will revisit the issue at a date closer to March 31, 2013 due to the recently issued financial instrument standard (IFRS 9) which eliminates the option of available for sale.

• Management will apply the IFRIC 4 exemption and will not retroactively analyze all transactions.

IAS 38:

• Management will continue to apply the cost model for the ongoing measurement of all intangible assets.

IAS 16:

• Management will continue to apply the cost model for the ongoing measurement property, plant and equipment.

(Moved: R. Liang, seconded: S. Mehinagic, unanimously carried)

P. Andersen rejoined the meeting and resumed the Chair.

Be it further resolved that the Audit Committee recommends that the Board of Directors approve the adoption of IFRS Operating Statement format – By Nature, Condensed and CIP separated out, subject to any improvement in the description of the nature of expenditures and/or amendment in the CIP reporting required by KPMG upon their review of our proposed financial statement presentation:

• Treatment of CIP expenditures as being by “nature”; and/or

• Further note disclosure of the underlying nature of CIP expenditures.

(Moved: R. Liang, seconded: S. Mehinagic, unanimously carried)

8. Financial and Operational Updates

8.1 Report on all Statutory Obligations

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

8.2 Management Report

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

Staff provided an overview of the registration activities and reminded the Board of Directors that the spike in registration numbers in November 2010 was due to a large one time purchase and was not representative of the normal trend. Staff continues to track the registrations with other ccTLDs and the results show that .CA is doing relatively well. It was agreed that, going forward, staff would provide other gTLD market share and additional details on how the .CA is moving within the Channel community.

K. Fisher withdrew from meeting.

There was also discussion regarding the report on priorities to June 30, 2012 and the information provided for each priority. It was agreed that staff would report on the activities since the last Board of Directors' meeting and present the update in context to the strategic objectives. There was also mention of the Registrant and Registrar surveys which are underway and staff will be presenting the results as soon as they are available.

9. Update on IDN Consultation

Staff presented an overview of the first phase of the Internationalized Domain Names (IDN) consultation and noted that two issues dominated the comments regarding the original proposed policy: 1) the potential for significant costs associated with the need to register defensive accented domain name variants; and 2) the introduction of IDNs will increase the potential of fraud, abuse, phishing, user confusion and cybersquatting. Based on the feedback received from the consultation, staff was proposing the concept of bundling, whereby a Registrant of a particular domain name has the sole right to register all of the variants of that domain name.

It was noted that the second phase of the consultation recently closed on February 24, 2012 and over 80 comments were received. Staff is currently conducting a Registrar outreach to solicit their specific input as well. The completion of the technical design is expected to be completed by June 30, 2012 with a proposed launch date of January 2013.

K. Fisher rejoined the meeting.

10. Review of Q3 2012 Financial Results

The financial statements were provided to the Board of Directors as information and tabled at the meeting.

Staff gave a brief overview of the financial results for the period ending December 31, 2011. It was noted that the year-end forecast as provided to the Budget Committee was still anticipating a favourable variance of approximately $400K. Staff noted that overall Q3YTD actual capital expenditures were at the full-year CAPEX budget and that it was anticipated that combined hardware and software CAPEX was expected to be $200K to $300K more than originally budgeted and that the current variance pertaining to the leaseholds and furniture previously reported upon in Q1 would remain at year-end.

11. Update on Committees

11.1 Report from the Technical Oversight Committee

The Chair of the Technical Oversight Committee reported that the Committee had met earlier in the week and staff had provided an update on the status on IPv6, DNSSEC and the Middleware project. Staff also reported on the network redesign noting that the network was being redesigned mostly from a security point of view to support security zones. There was also discussion on the recent DDos attack on a Registrar and how it could affect CIRA. Staff confirmed that CIRA as well as other ccTLD root operators had developed a mitigation plan to address this issue should it materialize.

11.2 Update on the Policy Advisory Committee

The Chair of the Board reminded the Board of Directors that the Co-Chair had stepped down recently and so far had not been replaced. As well, member B. Graham had. It was therefore proposed that J. Demco be appointed Co-Chair until the Committee was sorted out.

It was therefore resolved that J. Demco be appointed as Co-Chair of the Policy Advisory Committee and with the assistance of R. Liang, move forward with the Committee.

(Moved: K. Brown, seconded: L. Macdonald, unanimously carried)

There was some discussion on the nature of the Committee and if any issues should be raised to the Committee. Staff and Board members suggested that the Committee could perhaps examine the current policy work around the IDN, time permitting.

12. Other Business

There was no other business to discuss.

13. Next Meeting

The next meeting of the Board will be held on May 31, 2012.

D. Fowler, L. Gravel, P. Havey, J. Latour and M. Stewart withdrew from the meeting.

14. CEO Update

The CEO and Board of Directors held an in camera session.

Following the CEO Update, B. Holland withdrew from the meeting.

15. In-Camera Session

The Board of Directors held an in camera session.

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

16. Adjournment

There being no further business, the meeting was concluded at 2:40 p.m.

Dealing with Internet evolution - February 28, 2012

Bodog case could affect all Canadian sites using U.S. domains - February 29, 2012

At the Canadian Internet Forum (CIF), CIRA will present findings from a three-month online dialogue with Canadians about the development of the Internet. A panel of experts will discuss the results, with topics including digital literacy, online security and safety and Internet policy and governance. Well-known Canadian entrepreneur, author and star of CBC’s the Dragons’ Den and ABC’s Shark Tank Robert Herjavec will deliver the keynote address.

“As digital citizens, we have not only a right to have our voice heard, but a duty to use that voice,” said CIRA’s president and CEO Byron Holland. “The CIF provides that venue by providing Canadians with the opportunity to engage in a dialogue about how the Internet should develop.”

The event’s expert panel includes:

• Steve Anderson, Founder and Executive Director, OpenMedia.ca
• Bertrand de La Chapelle, Program Director, International Diplomatic Academy and ICANN Board Member
• Captain Frédérick Gaudreau, Sûreté du Québec
• Dr. Michael Geist, Law Professor, University of Ottawa
• Bill Graham, Consultant on International Internet Policy and ICANN Board Member
• Jane Tallim, Co-Executive Director, Media Awareness Network

Findings from the CIF, including the online discussion forum and this national event, will be presented to the United Nations coordinated Internet Governance Forum, a venue for stakeholders to discuss the future of the Internet.

More information on the CIF can be found at: cif.cira.ca.

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About CIRA
The Canadian Internet Registration Authority (CIRA) is the organization that manages Canada's .CA domain name registry, develops and implements policies that support Canada's Internet community and represents the .CA registry internationally.

For more information or to arrange media interviews with the event speakers, please contact:
Tanya O’Callaghan
Communications Manager
613-237-5335 ext. 262
tanya.ocallaghan@cira.ca

The 2012 .CA Factbook is a collection of facts and research about the global domain name industry and .CA’s place in that industry. It also provides a glimpse into the state of the Internet in Canada.

“With the release of the .CA Factbook, CIRA is providing Canadians with information that they have not had access to before,” said CIRA’s President and CEO Byron Holland. “Our Factbook will become an essential information source for Canadian businesses interested in expanding their knowledge about the online world.”

The .CA Factbook is presented as an online, social document with tweetable factoids, and numerous graphics.

Some other facts of note include:

• Canada’s .CA has the world's14th-largest domain registry, up two spots over the past year.
• British Columbia boasted the highest rates of Internet access, followed by Alberta and Ontario.
• The next billion Internet users will access the Internet via mobile, bypassing fixed line broadband altogether.
• Canadians pay far more than most for high-speed Internet access.

The .CA Factbook is divided into three main sections, the Global Domain Name Marketplace, .CA's Place in the Domestic Domain Name Market and the Canadian Internet Economy.

About CIRA

The Canadian Internet Registration Authority is the member-driven organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally.

For more information, please contact:

Tanya O’Callaghan
Communications Manager, Canadian Internet Registration Authority
(613) 237-5335 ext. 262
tanya.ocallaghan@cira.ca

Les caractères accentués feront leur entrée dans les noms de domaine (only available in French), January 29, 2012

(Moved by P. Andersen, seconded: J. Grey, abstaining: B. St.Arnaud, motion carried)

In order for Webserve Communications Inc. .CA Registrants to maintain their .CA domain name(s), Registrants will be responsible for transferring their domain name registration(s) to a new CIRA Certified Registrar of their choice.  All affected Registrants have been informed by CIRA of this development.

Should you require assistance with this, please contact our Registration Support Unit, by email at info@cira.ca, or by phone at 1-877-860-1411.

• Michael Geist, University of Ottawa
• Steve Anderson, Open Media
• Frédérick Gaudreau, Sûreté du Québec
• Bill Graham, Internet Society

At the CIF, CIRA will present findings from a three-month online dialogue with Canadians about the development of the Internet.  Hot topics among Canadians included digital literacy, security and safety, access/cost, digital economy, policy and governance, and technology and regulation.  Canadians have until February 13, 2012 to participate in this online discussion forum at cif.cira.ca.

The results of the online discussion forum and the national event will be presented this fall to the United Nations-coordinated Internet Governance Forum, a venue for nations to discuss the future of the Internet.

The agenda for the CIF is available here: http://cif.cira.ca/en/page/agenda. Details are as follows:
Event: Canadian Internet Forum
Time and Date: 9 a.m. to 6 p.m., February 27, 2012
Location: Westin Ottawa, 11 Colonel By Drive, Ottawa

Registration (http://www.regonline.ca/builder/site/default.aspx?EventID=1049659) is free and the event will be webcast in English and French to facilitate the interactive participation of all Canadians who are interested in Canada’s role in Internet governance. Details on the webcast are available here:http://www.regonline.ca/builder/site/tab3.aspx?EventID=1049659.

For updates on the CIF, please visit cif.cira.ca.

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About CIRA
The Canadian Internet Registration Authority (CIRA) is the organization that manages Canada's .CA domain name registry, develops and implements policies that support Canada's Internet community and represents the .CA registry internationally.

For more information or to arrange media interviews with the event speakers, please contact:
Tanya O’Callaghan
Communications Manager
613-237-5335 ext. 262
tanya.ocallaghan@cira.ca

Copyright, the Open Internet and .CA, January 27, 2012

OTTAWA, January 11, 2012 – The 2012 .CA Impact Awards has opened for entries!

The .CA Impact Awards recognize youth, educators, not-for-profit and public organizations, small businesses and web developers and designers for their innovation and the impact of their .CA websites and applications.

“The .CA Impact Awards is truly unique amongst awards programs,” says Byron Holland, President and CEO of the Canadian Internet Registration Authority (CIRA). “By celebrating .CA websites that make an impact, we are recognizing the Internet as a powerful agent of social change.”

CIRA is looking for people and organizations that use their .CA websites to make a positive difference in the lives of their users and those around them. Impact can be social, cultural, political, technological, or economic.

For its second iteration, the Impact Awards is seeking entries in four categories: Public Sector and Not-for-Profit, eLearning, Small Business and Applications. Entries for the 2012 awards will be received until March 23, 2012.

Winners of the Impact Awards will receive $5,000 each and the added visibility which comes from winning a national award.

For more information about the CIRA .CA Impact Awards, eligibility, judges, prizing, or to submit an entry, visit us at impactawards.ca, watch the .CA Impact Awards video, write to us at impactawards@cira.ca or follow-us CIRA blog, Twitter, Facebook, LinkedIn, YouTube, and Slideshare.

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About CIRA

The Canadian Internet Registration Authority is the member-driven organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally. .CA is Canada's Internet identity, reserved for Canadians, recognized and trusted worldwide.

For more information, please contact:

Tanya O'Callaghan
Communications Manager

613-237-5335 ext. 262 
tanya.ocallaghan@cira.ca
www.impactawards.ca

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About CIRA
The Canadian Internet Registration Authority is the organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally.

For additional information, please contact:
Tanya O'Callaghan
Communications Manager
613 237-5335 ext 262
tanya.ocallaghan@cira.ca

2. Financial and Operational Updates

2.1 Report on all Statutory Obligations

2.2 Management Report

2.3 Financial Signing Authorities

2.4 Review of Q2 2012 Financial Results

3. Corporate Calendar 2011-2013

4. 2011 Elections - Returning Officer's Final Report

5. Update and Discussion of 2012-2013 Strategic Plan

6. Update on Committees

6.1 Report from the Governance Committe

6.2 Report from the Technical Oversight Committee

6.3 Report from the Audit Committee

6.4 Report from the Budget Committee

6.5 Report from the Policy Advisory Committee

7. Update on Price-Off Promotion

8. Other Business

9. Next Meeting:  February 28, 2012

10. CEO Update

11. In Camera Session

12. Adjournment

Directors attending: Paul Andersen, Kerry Brown, John Demco (ex-officio), Heather Dryden (ex-officio), Andrew Escobar, Byron Holland (ex-officio), Jim Grey, John King, Rowena Liang, Louise Macdonald, Susan Mehinagic, Barry Shell, Victoria Withers

Regrets: Richard Anderson, Bill St.Arnaud

Corporate Secretary: Michael Stewart

Guests: David Fowler, Paul Havey, Jacques Latour

Recording Secretary: Lynn Gravel

1. Approval of Agenda

The Chair of the Board proposed that the agenda item 2.3 Financial Signing Authorities be deferred to another meeting.

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

2. Corporate Calendar for 2011-2013

Further to the Board of Directors’ meeting of October 18, 2011, staff reviewed the corporate calendar and proposed meeting dates for the 2012-2013 calendar. Staff also revised the date of the 2012 Annual General Meeting (AGM) to September 2012. It was therefore agreed that staff would update the calendar with the proposed changes and circulate to the Board of Directors.

H. Dryden withdrew from the meeting.

3. Financial and Operational Updates

3.1 Report on all Statutory Obligations

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

3.2 Management Report

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

Staff provided an overview of the registration activities and noted that the uptick in domain growth in October 2011 was mainly due to the Price-off promotion. Staff also indicated that the trend line for the To Be Released (TBR) registrations was descending and as a result, staff is considering examining this secondary market as part of the corporate plan this coming year. A sample report on the activities and priorities of the organization was presented to the Board of Directors to exemplify the activity management at a high level.

3.3 Review of Q2 2012 Financial Results

P. Havey gave a brief overview of the actual financial results as compared to the recast budget for the period ending September 30, 2011 (Q2).

It was noted that the year to date registration revenue was on track and actual interest and other revenue continued to exceed the budget by approximately 70% due to the more active investment of funds. Certification and application revenue was up by over 48% due to a spike in applications in Q2. The Q2 Actual to Budget incorporates the recast re-allocation of $647K between departments. As at Q2, there was a $1M favourable expenditure variance. Staff anticipates that approximately 30% to 35% of the total favourable variance is expected to be permanent and the remainder a timing difference. The permanent differences in revenue and expenditures will serve to reduce the FY12 annual budgeted recast deficit of $775K.

Discussion ensued regarding the reporting of certain items and it was agreed that staff would consider separately reporting on the Community Investment Program during its IFRS review of financial statement formats.

4. 2011 Elections - Returning Officer's Final Report

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

M. Stewart presented an overview of the Returning Officer’s final report on the 2011 Elections. The Returning Officer noted in his report that the 2011 Election had proceeded remarkably smoothly and as a result, the report contained fewer recommendations and was shorter than in the past years. It was further noted that there were no material deviations from CIRA’s policies or Election rules mandating a report to the Board of Directors.

5. Update and Discussion of 2012-2013 Strategic Plan

B. Holland summarized the key points from the strategic planning session held the previous day. It was noted that the session was an opportunity for the Board of Directors to discuss and encourage thinking regarding certain issues. The session will inform staff in their planning of the FY2013 corporate plan and budget, but is mainly intended to guide them on the development of a more comprehensive FY2014-2017 Strategic Plan. The process for creating this plan will be communicated to the Board of Directors in the last quarter of FY2012.

Overall, there was support for the organization to further examine other products and value added services tied to our core competencies and pricing for .ca. It was also agreed that, for the moment, there would not appear to be any clear and compelling reason for CIRA to pursue participation in the initial wave of global gTLDs and that the organization should continue monitoring the new gTLD market (and possibly entertain some participation and/or assistance of any Canadian gTLD, if and only if it were requested and made sense).

The scenario planning highlighted CIRA’s potential opportunity to make more meaningful (i.e. fewer, longer-term and more impactful) commitments in support of its mandate through the Community Investment Program.

6. Update on Price-Off Promotion

D. Fowler provided to the Board of Directors the preliminary results of the Price-off Promotion. It was noted that the objectives of the project was to engage the channel, amplify the .CA brand and generate an increase in new registration. Staff reported that the Price-off promotion was a tremendous success in terms of channel participation with approximately 92% of Registrars participating.

P. Havey provided preliminary sales results on the pilot promotion. Absolute net new domain registrations were 22.6% or 8,366 higher in October 2011 than the prior year, with the lift in new domain registrations attributable to the promotion, after normalized growth, calculated to be between approximately 6% to 10%. A more detailed report will be available at the end of January.. These findings will then be shared with the Board of Directors and the Channel community.

H. Dryden rejoined the meeting.

7. Update on Committees

7.1 Report from the Governance Committee

The Chair of the Governance Committee reported that the Committee had met the previous week to develop the work plan for the upcoming year. The work plan was divided into various categories and input was received at the meeting on the following items: 1) Nomination and Election Process; 2) Board Effectiveness Assessment; 3) Committee Structure; 4) Board Skills Gap and Leadership Review; 5) Director Orientation Program; 6) Ongoing Board and Director Development; and 7) Board and Committee Fees.

7.2 Report from the Technical Oversight Committee

The Chair of the Committee reported that the Committee had not met recently.

7.3 Report from the Audit Committee

The Chair of the Audit Committee reported that the Committee had met the previous day to review the work plan including the agenda items for the upcoming year. As part of the work plan, the Audit Committee will be examining the internal control issues; reviewing the investment policy and the International Financial Reporting Standards accounting policy recommendations and staff will be providing an update on risk management. It was further noted that the Committee had reviewed the current financial signing authorities that have been in place since 2003 and after some discussion, directed staff to reconsider the proposed recommendations and provide some additional information before reporting back to the Audit Committee.

7.4 Report from the Budget Committee

The Chair of the Budget Committee reported that the Committee had met earlier to establish a work plan and schedule in order to provide a recommendation to the Board of Directors on the overall budget by February 28, 2012. The Budget Committee will be reviewing the high level planning assumptions and preliminary FY12 forecast at its upcoming meeting prior to reviewing the proposed FY13 budget in January.

7.5 Report from the Policy Advisory Committee

The Chair of the Board reported that R. Rader, the Co-Chair of the Committee had recently resigned from the Committee. The Chair of the Board conveyed CIRA's thanks and appreciation to R. Rader for his time and dedication to the Committee. The Co-Chair will be contacting the members of the Committee to seek a recommendation on the appointment of a new Co-Chair.

8. Other Business

There was no other business to discuss.

9. Next Meeting

The next meeting of the Board will be held on February 28, 2012 in conjunction with the Canadian Internet Forum on February 27, 2012.

D. Fowler, L. Gravel, J. Latour and M. Stewart withdrew from the meeting.

10. CEO Update

The CEO and Board of Directors held an in camera session.

Following the CEO Update, B. Holland withdrew from the meeting.

11. In-Camera Session

The Board of Directors held an in camera session.

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

12. Adjournment

There being no further business, on motion by K. Brown and seconded by J. King, the meeting was concluded at 12:30 p.m.

The report, entitled Challenges and Opportunities for the Internet in Canada, asked 1,210 Canadians what they perceive are the challenges facing the development of the Internet in Canada, and opportunities presented by the Internet. It also showed that almost 50 per cent of Canadians could not identify an opportunity for the success of the Internet in Canada.

“These are very significant results,” said CIRA President and CEO Byron Holland. “It confirms that Canadians have not had many opportunities to discuss how the Internet is developed and deployed. It also outlines the importance to provide them with more opportunities to do so.”

Holland went on to say, “the Internet has become the most important driver of social and economic progress for Canada and around the world, yet very few Canadians have had the opportunity to participate in its development.”

For the second year in a row, CIRA will be hosting a national dialogue on the development of the Internet with the Canadian Internet Forum (CIF). The 2011 CIF was the first opportunity of its kind for Canadians to have a say on how they would like to see the Internet develop. The final report on the 2011 CIF can be found on CIRA’s website.

To identify the topics for discussion in the 2012 CIF, CIRA worked with Nanos Research to deliver a national survey. The results of this survey will dictate the themes to be explored in the upcoming 2012 Canadian Internet Forum. Hot topics among Canadians included digital literacy, security and safety, access/cost, digital economy, policy and governance, and technology and regulation.

“The initial consultation showed us that Canadians are truly interested in getting involved in issues related to the future of the Internet in Canada,” said Holland. “We want to keep the momentum going with the 2012 Canadian Internet Forum, and ensure Canadians have a voice in Internet governance in Canada and abroad.”

“The Internet is not a static entity. It is continuously developing. The fact that its development affects almost every Canadian behoves us to ensure as many people as possible have the opportunity to have their voice heard.”

The 2012 Canadian Internet Forum will have a heavy focus on online participation, including a discussion forum, and culminate with a national event in February 2012.

For more information on the 2012 Canadian Internet Forum, please visit cif.cira.ca.

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About CIRA

The Canadian Internet Registration Authority is the member-driven organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally.

For more information, please contact:

Mark E. Buell
Communications Manager, Communications and Marketing
613-237-5335 ext. 297
mark.buell@cira.ca

While studies show Canadian youth are more tech savvy than older Internet users, they are also more likely to take security risks online. Winning the Cyber Security Game aims to give students in grades 5-8 tools and strategies to mitigate and prevent negative online experiences.

“Children are engaging in a wide range of online activities at increasingly younger ages,” said Media Awareness Network Co-Executive Director Jane Tallim. “It makes sense to start young when teaching them tools and techniques to keep their online interactions positive and protected.”

The new teaching unit complements the Cyber Security Consumer Tip Sheet for adults released by CIRA and MNet in April 2011. It covers a wide range of online security issues including online scams, viruses and spam. It also cautions youth of safety and privacy risks in environments that encourage people to share personal information.

“Canadians’ Internet usage is almost double the worldwide average,” said CIRA President and CEO Byron Holland. “It is more important than ever to teach our youth the importance of being safe and secure online. Establishing safe practices will help them enjoy positive life-long experiences on the Internet.”

Winning the Cyber Security Game is available at www.cira.ca and is one of many digital literacy resources freely available on the MNet website at www.media-awareness.ca.

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About CIRA

The Canadian Internet Registration Authority is the member-driven organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally.

About MNet

Media Awareness Network (MNet) is a Canadian not-for-profit centre for digital and media literacy. MNet's programs are funded by its public and private sector sponsors and partners, who include: Bell Media - Shaw - Bell - TELUS - CIRA - Google - National Film Board of Canada - Government of Canada.

For more information, please contact:

Jennifer Austin
Senior Manager, Communications and Marketing, Canadian Internet Registration Authority
613-237-5335 ext. 296
jennifer.austin@cira.ca

Cathy Wing
Co-Executive Director, Media Awareness Network
613-224-7721, ext. 227
cwing@media-awareness.ca

1. Welcome to New Directors

2. Approval of Agenda

3. Appointment of Officer

4. Approval of the Committees’ Terms of Reference

5. Appointment of the Committee Chairs

6. Appointment of Audit Committee Members

7. Appointment of Budget Committee Members

8. Appointment of Governance Committee Members

9. Appointment of Technical Oversight Committee Members

10. Appointment of Policy Advisory Committee Members

11. Appointment of Executive Committee

12. Corporate Calendar for 2011-2012

13. Accumulated Surplus

14. Other Business

15. Next Meeting: November 30, 2011

16. In Camera Session

17. Adjournment

The Temporary Chair called for nominations for the Chair of the Board.  After all nominations were made, a motion to close nominations for Chair was made by V. Withers and seconded by J. King, motion carried. Following the close of nominations, the Chair of the Board was appointed in accordance with s. 7.03(a) of the Amended and Restated Bylaws.

Be it resolved that the Board of Directors appoint Paul Andersen to the position of Chair of CIRA to hold office for the remainder of his two-year term or until the next Board meeting after the expiry of such two year period and until the successor is appointed, whichever is later or until earlier resignation or removal.

(Moved: V. Withers, seconded: J. King, abstaining: P. Andersen, motion carried)

J. Demco retired as Temporary Chair; P. Andersen resumed the Chair.

The Chair thanked everyone for the opportunity to serve again as Chair.   

The Chair called for nominations for the Vice-Chair of the Board.  After all nominations were made, a motion to close nomination for Vice-Chair was made by R. Anderson and seconded by
J. King, motion carried. Following the close of nominations, the Vice-Chair of the Board was appointed, from the nominated persons, in accordance with s. 7.03(a) of the Amended and Restated Bylaws.

Be it resolved that the Board of Directors appoint Jim Grey to the position of Vice-Chair of CIRA to hold office for a period of one year or until the next Board meeting after the expiry of such one year period and until the successor is appointed, whichever is later or until earlier resignation or removal.

(Moved:  K. Brown, seconded: S. Mehinagic, abstaining: J. Grey, motion carried)

The Board of Directors extended its appreciation to R. Anderson for his role as Vice-Chair in the past two years.

M. Stewart joined the meeting.

5. Corporate Calendar for 2011-2012

The Board of Directors reviewed the schedule of Board meetings for the upcoming year.  Due to some scheduling conflicts, it was agreed that staff would come back to the Board of Directors at the next meeting with alternative meeting dates as well as meeting dates for the 2012-2013 calendar.  
 
P. Havey joined the meeting.

6. Accumulated Surplus Policy

P. Havey presented the context for the upcoming changes to the Accumulated Surplus policy and discussed the manner in which the current policy relates to specific balances as reflected on the Statement of Financial Position.  It was the consensus of the Board of Directors that staff make recommendations on a methodology/calculation and policy to the Audit Committee for their review and approval no later than February 28, 2012.  

P. Havey withdrew from the meeting.

7. Report from the Governance Committee

The Chair of the Governance Committee reported that the Committee had reviewed the mandate, scope and responsibilities of the Board's Committees by requesting input for changes.  It was noted that based on the feedback received, it was felt that the terms of reference of the Committees were in a reasonable state. As well, organizational changes to the structure of the Committees may be contemplated in the near future to coincide with the new Canada Not-for-Profit Corporations Act.

As for the composition of the Committees, Directors were asked to reflect on their skills and experience and respond with their interest in serving on Committees and in serving in a Chair capacity.

There had been some discussion on combining the Budget Committee with the Audit Committee but given the workload of implementing IFRS it was agreed to continue with the current Audit and Budget Committee structure. It was however recommended that the Audit Committee undertake some additional responsibilities such as the approval of the audit plan; review the financial management of the accumulated surplus; and revise section 5 (a) (IV) regarding the approval of the auditor's remuneration.

P. Miller joined the meeting.

Regarding the Policy Advisory Committee, no recommendations were solicited since it was still in the early stages.  Some discussions ensued regarding the composition of the Committee and it was agreed that the Committee would include an additional independent member of the Board of Directors as well as have two Co-Chairs, one of which shall be a member of the Board of Directors.   

With respect to the Executive Committee, a change in wording was also proposed in section 5 (h) of the Executive Committee's terms of reference to reflect best practice.

The Board of Directors directed staff to make the necessary changes to the terms of reference for approval by the Board of Directors electronically.  

It was therefore resolved that the Board of Directors approve the Terms of Reference for the 2011-2012 Audit, Budget, Governance, Technical Oversight and Executive Committees as presented.

(Moved: J. King, seconded: K. Brown, unanimously carried)
        
8. Appointment of Committee Chairs

Be it resolved that the Board of Directors appoint R. Liang as Chair of the Audit Committee,
J. King as Chair of the Budget Committee, V. Withers as Chair of the Governance Committee and K. Brown as Chair of the Technical Oversight Committee.

(Moved: P. Andersen, seconded: A. Escobar, unanimously carried)

Staff noted that, according to the terms of reference of the Executive Committee, the Chair of the Executive Committee shall be the Chair of the Board of Directors.

9. Appointment of Executive Committee

Be it resolved that the Board of Directors appoint the Chair, Vice-Chair, Chair of the Audit Committee, Chair of the Governance Committee, and Chair of the Technical Oversight Committee to the 2011-2012 Executive Committee.

(Moved: J. King, seconded: B. St.Arnaud, unanimously carried)
    
10. Report from the Policy Advisory Committee

J. Demco reported that the Policy Advisory Committee had met on two occasions concerning the appointment of new members for the Committee and to discuss policy issues affecting the .CA domain.  It was noted that the Committee had previously agreed to an appointment process and screening criteria. As such, the Committee evaluated 11 applications for members of the Canadian Internet community and recommends the appointment of four individuals for the remainder of the initial term of the Committee.   

It was therefore resolved that the Board of Directors appoint the following individuals as a Community member of the Policy Advisory Committee to hold office for the remainder of the initial term of the Policy Advisory Committee: Maureen Cubberley, Bill Graham, Ross Rader and Matt Stein.

(Moved: R. Liang, seconded: J. King, unanimously carried)

Be it further resolved that the Terms of Reference for the Policy Advisory Committee  be amended as follows:
 

• Section 6, “two independent members of the Board of Directors” be amended to read “three independent members of the Board of Directors; Section 7 be deleted and replaced with the following:  “The Board shall appoint one or more Chairs, at least one of which shall be a member of the Board of Directors.”; and
•  that the Board of Directors appoint the following individuals as members of the Board of Directors of the Policy Advisory Committee to hold office for a one year term:  Richard Anderson, John Demco and Bill St.Arnaud.

(Moved: J. King, seconded: L. Macdonald, unanimously carried)

Be it further resolved that Richard Anderson and Ross Rader be appointed as Co-Chairs of the Committee.

(Moved: A. Escobar, seconded: R. Liang, unanimously carried)

11. Appointment of Committee Members

Be it resolved that the following individuals are hereby appointed as a member of the Audit Committee to hold office pursuant to the Audit Committee Terms of Reference: P. Andersen,
R. Anderson, J. Grey, R. Liang and S. Mehinagic.

Be it further resolved that the following individuals are hereby appointed as a member of the Governance Committee to hold office pursuant to the Governance Committee Terms of Reference:  P. Andersen, , J. Demco, A. Escobar, L. Macdonald, S. Mehinagic and V. Withers.

Be it further resolved that the following individuals are hereby appointed as a member of the Technical Oversight Committee to hold office pursuant to the Technical Oversight Committee Terms of Reference: K. Brown, J. King, B. Shell, B. St.Arnaud and R. Liang.

Be it further resolved that the following individuals are hereby appointed as a member of the Budget Committee to hold office pursuant to the Budget Committee Terms of Reference: J. Grey,  J. King, L. Macdonald, B. Shell and V. Withers.

(Moved:  B. St.Arnaud, seconded Mehinagic, unanimously carried)

12. Other Business
    
The Board of Directors requested that staff investigate remote participation for Directors should they not be able to attend in person.

13. Next Meeting

The next meeting of the Board will be late November, the exact date to be determined.  

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

14. In-Camera Session

The Board of Directors held an in camera session.

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

15. Adjournment

There being no further business, on motion by K. Brown and seconded by B. St.Arnaud, the meeting was concluded at 3:50 p.m.

This year .CA Member voted to elect three Candidates from the Nomination Committee Slate and one Candidate from the Members' Slate, each for a three-year term.

The following four newly elected individuals will take office immediately:

A list of all the election Candidates and their vote count is available at https://elections.cira.ca/2011/results/en

CIRA wishes to thank departing Directors Lynne Mackan-Roy, Ross Rader and Tom Williams for their time and effort dedicated to CIRA.

The full 2011-2012 CIRA Board of Directors include:

Paul Andersen
Rick Anderson
Kerry Brown
John Demco (ex-officio)
Heather Dryden (ex-officio)
Andrew Escobar
Jim Grey
Byron Holland (ex-officio)
John King
Rowena Liang
Louise Macdonald
Susan Mehinagic
Barry Shell
Bill St. Arnaud
Victoria Withers

CIRA thanks all Candidates who participated in this year’s election and the many Members who took time to vote and in turn, help shape our Internet and our future.

Information about CIRA’s Board of Directors Election is available at www.ciraelections.ca.

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About CIRA
The Canadian Internet Registration Authority is the Member-driven organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally.

For additional information, please contact:
Jennifer Austin
Senior Manager, Communications and Marketing
(613) 237-5335 ext. 296
jennifer.austin@cira.ca

.CA Members play a valuable role in contributing to CIRA's corporate strategic direction by directly participating in governance activities such as Board of Director Elections. This is an opportunity for our Members to choose Canada’s Internet leaders and help to build a leading-edge organization that strives for excellence as a registry and supports Canadians and .CA Members in building their online presence in the global digital economy.

Voting for Election Candidates
This year, .CA Members will have the opportunity to cast their votes to elect four candidates—three from the Nomination Committee Slate and one from the Member Slate. Voting will take place online at www.ciraelections.ca. Before casting their votes, .CA Members can learn more about each Candidate by reading the Candidates' Statements.

 The election results will be published on CIRA's election website on or before October 5, 2011.

For information about CIRA’s Election process, timelines and rules, visit the CIRA Election website at www.ciraelections.ca.

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About CIRA
The Canadian Internet Registration Authority is the member-driven organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally.

For more information, please contact:
Jennifer Austin
Senior Manager, Communications and Marketing
(613) 237-5335 ext. 296
jennifer.austin@cira.ca

(Moved: J. Grey, seconded: V. Withers, unanimously carried)

4. Review of Q1 2012 Financial Results

P. Havey gave a brief overview the actual financial results as compared to the GAAP adjusted budget for the period ending June 30, 2011 (Q1).  

It was noted that the Q1 revenue was also reported under the old revenue recognition methodology and the actual number of renewals and net new domain registration compared to the original budget on a metrics basis to provide the Board of Directors an overall sense on the continued operational health and tracking of the organization.  As for the expenses, the variances are mostly due to the timing of new resources with the exception of the costs within Finance & Administration as a result of the year-end audit, accounting policy changes and calculation of revenue.  With respect to the Statement of Financial Position, it was noted that the reduction in Cash and increase in Restricted Investments was largely attributable to new cash management processes implemented by staff.  Capital Expenditures, Leasehold and Furniture were over budget due to taking on additional office space, whereas the under spend in Computer Hardware is a timing difference (with outlays expected in Q2 and Q3).  As for the Investment Portfolio, staff noted the average yield by term and indicated that the investment portfolio will continue to be shifted more towards short term and medium term investments to more adequately match and reflect our Deferred Revenue distribution.  

5. Report from the Governance Committee

The Chair of the Governance Committee reported that the Committee had reviewed the work plan that had been put together at the beginning of the year.  Only a few items remained and all were on target to be achieved.  The Committee had also discussed the mandate, structure and composition of the various Committees.  A note had been prepared to send to the Directors that included a number of questions where Directors would rank their interest in Committees as well as Committee Chair and also a consideration from a skills perspective.  

The Governance Committee also discussed the motion being presented to the Board regarding the Nomination and Election process. It was noted that all members of the Committee were in favour of endorsing the proposed framework and to approve the motion to the Board.   

The Chair of the Committee reminded the Board of Directors that a Governance workshop is being held on October 17, 2011 and Directors were asked to go through the pre-reading material before the workshop.

6. Review of Governance Reform Project

M. Stewart reported that at its meeting on June 14, 2011, the Board of Directors determined that the Governance Committee would review and recommend changes to the Election process with the intent of seeking Member approval at the 2012 Annual General meeting.  Within the context of the review, the Governance Committee suggested that the following goals be adopted for the review, evaluation and recommendation of changes to the governance process:  ensure compliance with the new Act; create a process that reflects current best practices; results in a process that is more open, transparent and fair; and increase efficiency and effectiveness of the process by reducing the complexity and time it takes to complete the process, as well as the associated expenses and staff time. As well, in light of the new legislation for not-for-profit expected to come into force shortly, the framework proposed by Governance Committee encompasses four broad themes: 1) alignment to the new legislation; 2) Board recruitment process; 3)  Board Selection process; and 4)Board characteristics, e.g. size, terms.

The proposed framework for consideration is based on two key activities within the election process: the identification of potential candidates and how the candidates get on the final slate. It also ensures that the best slate of candidates is put forward for the Members to vote on.

The proposed Election framework would also significantly reduce the number of major steps required and the duration.

M. Stewart noted that if the recommendation from the Governance Committee is approved by the Board of Directors, the Working Group of the Governance Committee would then review the various options and alternatives within the framework and make its recommendations to the Board of Directors before the anticipated March 2012 Board meeting. Staff noted that under the proposed framework, the process and rationale for determining attributes is done more openly, transparently and published upfront, a significant improvement to what we have today.

Discussions ensued regarding the proposed framework and some members of the Board were not in favour of the recommendation. While many Directors were supportive of this initiative, some were concerned that there were flaws in the proposed framework, and that the Board could be too homogenous. It was noted that the intent of the proposed recommendation was simply to allow the Governance Committee to continue their mandate, especially with the necessity to comply with the upcoming not-for-profit legislation, rather than approve any particular specific changes.  

It was therefore resolved that the Board hereby directs the Governance Committee to review and recommend various options and alternatives within the framework presented today, with such recommendations to be provided to the Board on or before March 2012.

(Moved: T. Williams, seconded: J. King, against: K. Brown, B. Shell, motion carried)

7. Report from the Technical Oversight Committee

The Chair of the Committee reported that the Committee had met earlier that day and staff had provided an update on the Disaster Recovery Plan as well as the status on IPv6, DNSSEC and the Middleware project. The Committee also reported that staff is currently developing a roadmap and a framework to support the long term vision.

8. Report from the Audit Committee

The Chair of the Audit Committee reported that the Committee had met earlier that day and staff had provided an update on the Finance staffing and the incremental fees from KPMG for the additional work on the 2011 audit.  

9. Report from the Executive Committee

The Chair of the Board reported that the Committee had not met recently.
 
10. Policy Advisory Committee
    
The Chair of the Policy Advisory Committee referred the Board of Directors to the notes that were circulated recently.  The Committee had met in July to discuss the matters of recruiting new members for the Committee and identifying potential policy issues for discussion by the Committee. The Committee had reached consensus that the composition of the Committee should be kept small. It was noted that the short list of members will be reviewed at an in-person meeting to be held in October.

11. Strategic Planning Update

B. Holland provided the Board of Directors with an update on the Strategic Planning process. A consulting firm was engaged to look at the external changes that are occurring in the domain name system industry.  As a result, staff held a series of workshops over the summer on how these external changes might impact the organization going forward. The Board of Directors was also engaged in order to gain individual input and perspectives on the key issues facing the organization. The results will be summarized and used during the upcoming strategic planning session. The Board of Directors should be prepared to discuss what other product line might tie in with the mission, vision and values of the organization.

12. Other Business

12.1. AGM Logistics

The Chair reviewed the agenda and noted that B. Holland would be presenting the financial statements.

12.2 Auditors

The Board of Directors agreed that the Audit Committee should undertake a review of the external auditor relationship and/or change the audit engagement partner every 3 to 5 years and be tasked to prepare such as policy.

12.3 Thanks to Retiring Directors

On behalf of the Board and staff, the Chair conveyed CIRA's thanks and appreciation to L. Mackan-Roy and R. Rader for their time and dedication to the organization as a Member of the Board of Directors and Chair of various committees.  

13. Next Meeting

The next meeting of the Board will be held in Ottawa on October 18, 2011.

D. Fowler, L. Gravel, J. Latour and M. Stewart withdrew from the meeting.  

14. CEO Update

The CEO and Board of Directors held an in camera session.

Following the CEO Update, B. Holland withdrew from the meeting.

15. In-Camera Session

The Board of Directors held an in camera session.

16. Adjournment

There being no further business, on motion by L. Mackan-Roy and seconded by R. Rader, the meeting was concluded at 5:20 p.m.

AGENDA

Directors attending: Paul Andersen, Richard Anderson, Kerry Brown, John Demco (ex-officio), Heather Dryden (ex-officio), Byron Holland (ex-officio), Jim Grey, John King, Rowena Liang, Louise Macdonald, Lynne Mackan-Roy, Ross Rader, Barry Shell, Tom Williams, Victoria Withers

Corporate Secretary: Michael Stewart

Recording Secretary: Lynn Gravel

1. Approval of Agenda

2. Financial and Operational Updates

2.1 Report on all Statutory Obligations

2.2 Management Report

2.3 Review of Q1 2012 Financial Results

3. Review of Revised Budget

4. Review of Governance Reform Project

5. Update on Committees

5.1 Report from the Governance Committee

5.2 Report from the Technical Oversight Committee

5.3 Report from the Audit Committee

5.4 Report from the Executive Committee

5.5 Update on Policy Advisory Committee

6. Strategic Planning Update

7. Other Business

8. Next Meeting: October 18, 2011 in Ottawa

9. CEO Update

10. In Camera Session

11. Adjournment

The Campaign Forum provides Candidates, .CA Members, and the general public an opportunity to discuss viewpoints, concerns, and Candidate positions related to how Candidates will serve Canada’s Internet community if elected as a Director.

CIRA encourages everyone to participate in the Campaign Forum to learn more about the Candidates prior to voting, which will take place starting September 21^st to the 28^th.

For information about CIRA’s Election process, timelines and rules, visit the CIRA Election website at www.ciraelections.ca.

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About CIRA
The Canadian Internet Registration Authority is the member-driven organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally.

For more information, please contact:
Jennifer Austin
Senior Manager, Communications and Marketing
(613) 237-5335 ext. 296
jennifer.austin@cira.ca

.CA Members play a valuable role in contributing to CIRA's corporate strategic direction by directly participating in governance activities such as Board of Director Elections. This is an opportunity for our Members to take a leadership role in the development of the Internet of the future to ensure it continues to be an open and accessible public resource.

Showing Support for Election Nominees
Each Member Nominee must obtain the support of at least 20 CIRA Members to be listed on the final election ballot. To show support, Members must complete a brief online Show of Support Form. Members can learn more about each Member Nominee by reading their Statements.

The final slate of Candidates will be published on CIRA's Election website on September 12, 2011. The final vote will take place online from noon (12 p.m.) ET on September 21 to noon (12 p.m.) ET on September 28, 2011.

For information about CIRA’s Election process, timelines and rules, visit the CIRA Election website at www.ciraelections.ca.

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About CIRA
The Canadian Internet Registration Authority is the member-driven organization that manages Canada’s .CA domain name registry, develops and implements policies that support Canada’s Internet community, and represents the .CA registry internationally.

For more information, please contact:
Jennifer Austin
Senior Manager, Communications and Marketing
(613) 237-5335 ext. 296
jennifer.austin@cira.ca

The agenda was approved as distributed.

2. Bank Signing Authorization

Staff presented an updated banking resolution to replace the role of the Manager of Finance with the role of Controller.  It was noted that this was required by the bank to add the new Controller as an authorized cheque signing authority.
    
It was therefore resolved that the Board of Directors approve the Banking resolution as presented.

(Moved: V. Withers, seconded: R. Liang, unanimously carried)

3. Approval of the 2011 Audited Financial Statements

The Chair of the Audit Committee informed the Board of Directors that the Committee had met on several occasions in the last months and most recently in July to review the proposed adjustments, the draft audited financial statements, the audit report and the audit findings report to the Audit Committee.   It was noted that, as a standard part of their audit, the external auditors did not identify any internal control deficiencies or any illegal and/or fraudulent activity as a result of their audit engagement. Staff noted that a change in accounting policy with respect to the revenue recognition and intangible assets will require a restatement of the FY10 audited financial statement.  

The Chair of the Audit Committee noted that as a result of the change in accounting policies on revenue recognition and capitalization of intangible assets, staff will be re-forecasting the FY12 budget to reflect the impact of this change.

Staff reviewed the audited financial statements, noting only the two primary restatements to the Statement of Financial Position and Statement of Operations.  Staff noted that as a result of prior period errors, the long-term assets increased by $729,118, the current and long-term liabilities increased by $4,924,968, the opening net assets decreased by $4,000,106 and the excess of revenue over expense decreased by $195,744.

It was also determined that costs directly attributable to the development of software to be used by CIRA met the recognition and measurement criteria under generally accepted accounting principles and thus should have been capitalized rather than recorded as a current period expense. The effect of this adjustment is that intangible assets were increased by $729,118 and salaries and benefits expense and consulting decreased by $538,357 and $190,761 respectively.

For fiscal 2010 and earlier, CIRA recognized the full annual registration fee as revenue when received, except for registration fees received in advance of the registration year which were recorded as deferred revenue. Accordingly, a full 12 months of service revenue was recognized as revenue at the commencement of each initial registration and subsequent renewal or anniversary date. Generally accepted accounting principles require that revenue from services be recognized as services are performed. Accordingly, CIRA has revised its revenue recognition to recognize revenue over the registration term. The effect of this adjustment is that the opening balance of net assets as at March 31, 2010 has been decreased by $4,000,106, registration revenue decreased by $924,862 and current and long-term portion of deferred revenue increased in aggregate by $4,924,968.

It was therefore resolved that:
 
1. The Board of Directors approve the financial statements of the Canadian Internet Registration Authority for the fiscal year ended March 31, 2011;

2. The financial statements of CIRA be presented to the members of CIRA at the next Annual General Meeting; and

3. P. Andersen and L. Mackan-Roy be authorized to sign CIRA’s 2011 financial statements on behalf of the Board of Directors to signify approval of the Board.

(Moved: L. Mackan-Roy, seconded: K. Brown, unanimously carried)

4. Next Meeting

The next meeting of the Board of Directors will be held in Vancouver on Monday, September 19, 2011 in conjunction with the Annual General Meeting on September 20, 2011.

5. In-Camera Session

The Board of Directors held an in camera session.

6. Adjournment

There being no further business, on motion by V. Withers and seconded by R. Liang, the meeting was concluded at 1:26 p.m.

AGENDA

Directors attending: Paul Andersen, Richard Anderson, Kerry Brown, John Demco (ex-officio), Byron Holland (ex-officio), Jim Grey, John King, Rowena Liang, Lynne Mackan-Roy, Ross Rader, Barry Shell, Tom Williams, Victoria Withers

Regrets: Heather Dryden (ex-officio), Louise Macdonald

Corporate Secretary: Michael Stewart

Recording Secretary: Lynn Gravel

1. Approval of Agenda

2. Bank Signing Authorization

3. Approval of the 2011 Audited Financial Statements

4. Next Meeting: September 19, 2011 in Vancouver

5. In Camera Session

6. Adjournment