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Minutes of the Meeting of the CIRA Board of Directors held via Webex on July 7, 2021 at 4:00 p.m. ET

Directors attending: Iris Almeida-Côté, Colleen Arnold, Ryan Black, Don Bowman, Andrew Escobar, Matthew Gamble, Jill Kowalchuk, Helen McDonald, Crystal Nett, Bill Sandiford, Alourdes Sully, Rob Villeneuve

Advisors: Charles Noir, John Demco, Byron Holland

Corporate Secretary: Brigitte LeBlanc-Lapointe

Recording Secretary: Lynn Gravel

Guests: Albert Chang, David Fowler, Jane Fulford, Maureen James, Tanya O’Callaghan

1. 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.  The motion was unanimously carried.

2. Approval of the Draft Minutes of the June 9, 2021 Board of Directors' Meeting

It was moved by D. Bowman and seconded by I. Almeida-Côté that the draft minutes of the June 9, 2021 Board of Directors’ meeting be approved as presented. The motion was unanimously carried.

3. Community Investment Program Applications

The Board received the summary of the 14 selected grant proposals as tabled. The Co-Chairs noted the outstanding success of the Community Investment Evaluation Panel in terms of the process and the quality of the recommended proposals, as well as the exceptional support from CIRA staff. The Co-Chairs and Staff responded to various questions from board members, including in respect of the selection criteria and how proposals are generated. The Co-Chairs noted that the Community Investment Committee was satisfied with the process and recommended applications.

It was therefore resolved that the Board of Directors:

1. Approve the full disbursement of $1,252,938;

2. Approve the 14 submissions as outlined to the Board; and

3. Approve honorariums for the eight independent non-Directors of the Panel in the amount of $2,000 each in addition to their meeting fees and expense reimbursement in a manner consistent with the policies applying to Board committees.

(Moved: C. Nett, seconded: I. Almeida-Côté, motion unanimously carried)

4. AGM Matters

Staff outlined that CIRA had received a member proposal requesting that a number of motions be put to members at the next AGM.  The Board discussed the possibility of addressing certain of these motions in advance of the AGM, which would reduce the number of motions for members to consider at the AGM. 

In particular, the Board discussed a motion for the publication of the Returning Officer Report, and a motion for the disclosure of director expenses. The Board was supportive of taking action in respect of those two matters. Having regard to the elements the Board discussed, including greater transparency and proper contextualization, the Board requested that Staff present a mock-up of what the disclosure of Director expenses would look like at the next Board meeting.  The Board also discussed a motion providing for a maximum term limit for all Directors, as well as the history behind the current term limit framework, which was approved by CIRA members at the 2016 AGM.  The Board will continue to review the proposed motions.

5. Other Business

There was no other business to discuss.

6. Next Meeting

The next meeting will be held on July 21, 2021.

L. Gravel withdrew from the meeting.

7. In-Camera Session

The Board of Directors held an in-camera session.

8. Adjournment

There being no further business, on motion by I. Almeida-Côté and seconded by A. Sully, the meeting was concluded at 5:51 p.m.