Minutes of the Meeting of the CIRA Board of Directors held at CIRA Offices in Ottawa, on November 21, 2019
Directors attending: Iris Almeida-Côté, Colleen Arnold, Ryan Black, Don Bowman, Andrew Escobar, Matthew Gamble, Jill Kowalchuk, Tyson Macaulay, Helen McDonald, Crystal Nett, Bill Sandiford, Rob Villeneuve
Advisors: Charles Noir, John Demco, Byron Holland
Corporate Secretary: Brigitte LeBlanc-Lapointe
Recording Secretary: Lynn Gravel
Guest: David Fowler
1. In-Camera Session
The Board of Directors held an in camera session.
L. Gravel and B. Holland joined the meeting.
2. Approval of Agenda
It was moved by I. Almeida-Côté and seconded by M. Gamble that the agenda for the meeting be adopted as presented.
3. Appointment of Substitute Chair – John Demco
J. Demco assumed the role of Temporary Chair, with the approval of the Board.
4. Appointment of Chair
The Temporary Chair called for nominations for the Chair of the Board. Following the close of nominations, the Chair of the Board was appointed in accordance with s. 8.03(a) of the Amended and Restated Bylaw No.1, as follows:
Be it resolved that the Board of Directors appoints Helen McDonald to the position of Chair of CIRA to hold office for a period of two years or until the next Board meeting after the expiry of such two-year period and until the successor is appointed, whichever is later, or the expiry of her term as Director or until earlier resignation or removal.
(Moved: S. Sandiford, seconded: I. Almeida-Côté, motion carried by acclamation)
5. Appointment of Vice-Chair
The Chair called for nominations for the Vice-Chair of the Board. Following the close of nominations, the Vice-Chair of the Board was appointed in accordance with s. 8.03(b) of the Amended and Restated Bylaw No.1, as follows:
Be it resolved that the Board of Directors appoints Rob Villeneuve 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: I. Almeida-Côté, seconded: T. Macaulay, motion carried by acclamation)
6. Chair’s remarks
J. Demco retired as Temporary Chair; H. McDonald resumed the Chair. The Chair did not have any remarks.
7. Consent Agenda
The Chair called for any items to be removed from the consent agenda for discussion.
- Approval of the Draft Minutes of the September 24, 2019 Board of Directors’ Meeting
- Report on Statutory Obligations
- Management Report
- Q2-FY20 Financial Results
- 2019 Returning Officer’s Final Report
It was therefore resolved that item 1 on the consent agenda be approved and the remaining items be received.
(Moved: B. Sandiford, seconded: M. Gamble, motion unanimously carried)
R. Black joined the meeting.
The Board agreed to add to the agenda under Other Business a discussion regarding the marketing spend for the FY21 budget.
8. Appointment of Returning Officer
It was therefore resolved that the Board of Directors appoint Richard Vickers as the Returning Officer for the 2020 Election and that the 2020 Returning Officer’s remuneration be set at $250 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.
(Moved: R. Black, seconded: M. Gamble, motion unanimously carried)
9. Report from the Community Investment Committee
The Community Investment Committee recommended that the Board of Directors approve:
- a provisional FY21 budget for the CIP Fund of $1.25 M for program grant disbursements, in advance of the formal budgeting process; and
- grant disbursements will be up to $100K, with the exception of one grant which could be over $100K and not greater than $250K
(Moved: I. Almeida-Côté, seconded: M. Gamble, motion unanimously carried)
There was discussion around better aligning the approval of the CIP budget and the annual budget cycle. Staff noted that the actual budget for FY21 will be presented as part of the Operating Plan, which is currently under development for presentation to the Board in February and going forward will be reviewed and prepared annually as part of the budget cycle.
10. Community Investment Program Strategy
Further to the board session the previous day in respect of the Strategic Plan, upon recommendation of the Community Investment Committee, it was resolved that the Board of Directors approve the following, each as tabled:
- FY21-FY25 Community Investment Program Strategic Plan; and
- FY21-FY22 Execution Plan.
(Moved by J. Kowalchuk and seconded by R. Villeneuve, motion unanimously carried)
The Board and staff thanked J. Kowalchuk and B. Sandiford for Co-Chairing the Community Investment Committee, as well as the other members of the Committee and staff, recognizing that the plans represented a significant step for CIRA.
There was discussion about the possibility of duplication of efforts with other available programs and grants. Members of the Community Investment Committee noted that they viewed the current program as being a less onerous means of accessing small amounts of funding, thus building community capacity.
11. Approval of FY21-FY25 Strategic Plan
Further to the board session the previous day in respect of the Strategic Plan, it was resolved that the Board of Directors approve the FY21-FY25 Strategic Plan as tabled.
(Moved: B. Sandiford, seconded: M. Gamble, motion unanimously carried)
There was general discussion on the organization’s risk profile in light of the new Strategic Plan, in particular the diversification strategy. It was agreed that the Board and Committees would work with staff to consider changes to CIRA’s risk profile and explore the types of metrics that would be appropriate in respect of the new Strategic Plan to be discussed at the February board meeting.
12. Other Business
12.1 Corporate Calendar 2019-2021
The Board of Directors reviewed and discussed the schedule of Board meetings for the upcoming year. The Board of Directors also asked for a board action item register to track responsibility and progress of various actions resulting from board meetings.
D. Fowler joined the meeting.
12.2 FY21 Marketing Spend
In advance of the FY21 budgeting process, there was discussion on the expected marketing spend and the targets to measure the progress.
Staff underscored that industry is changing, the market is maturing and growth rates are declining. This trend has been exacerbated over the last few years with the introduction of new gTLDs and growth of the online platforms e.g. Squarespace and social media platforms. The Board had approved an incremental spend of $750K in FY19 and FY20. At the time, staff noted the importance of increasing top-of-mind awareness and building a strong brand and loyalty to insulate .CA’s performance from the declining market and increasing competition. Staff reiterated that this would require a consistent and recurring expenditure level over time. Staff also noted that there was a change in the market recently, with a significant decline in the overall ccTLD growth, and .CA experienced its first negative growth. In light of overall market growth decline, the strategy for .CA’s continued growth is shifting to a market share battle with .com and other TLDs.
Staff has also been tracking various metrics in respect of the .CA campaign and advertising program. As a result, staff will have a full year of data from FY19 and partial data from FY20 to propose a set of performance metrics.
There was general discussion around the set of performance metrics and approach on how to report back on them. The Board therefore agreed to create a working group to look at the performance metrics, as well as creating a marketing dashboard. The Board will then reconvene early in the new calendar year when staff will present a measurement framework.
D. Fowler withdrew from the meeting.
13. Next Meeting
The next meeting of the Board will be held on February 20, 2020.
14. In-Camera Session
The Board of Directors held an in camera session.
L. Gravel and B. Holland withdrew from the meeting.
15. Adjournment
There being no further business, on motion by M. Gamble and seconded by J. Kowalchuk, the meeting was concluded at 1:58 p.m.
