Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held Virtually on October 10, 2024
Attendance:
Board of Directors: Colleen Arnold, Gwen Beauchemin (Vice-Chair), Graeme Bunton, Anne Butler, Hélène Deschamps Marquis, Matthew Gamble, Jill Kowalchuk (Chair), David Mackey, Crystal Nett, Rob Villeneuve, Michael Zahra
Board Advisors: Byron Holland, John Demco
Corporate Secretary: Brigitte LeBlanc-Lapointe
Regrets: None.
Guests: Sanita Alias, Albert Chang, Adam Eisner, Jane Fulford, Charles Noir, Deanna Young
1. Call to Order & Approval of Agenda
The meeting was called to order by the Chair at 1:04pm ET on October 10, 2024.
IT WAS MOVED by Michael Zahra and SECONDED by Anne Butler that the agenda be approved as presented.
Motion passed unanimously.
1.2 Conflict of Interest Disclosure
There were no conflicts of interest declared in relation to the meeting items.
2. Meet & Greet (Board & Staff)
The Chair led roundtable introductions of board members, board advisors and CIRA staff.
3. Approval of Minutes
Minutes of the meeting of the Board held on September 19, 2024 were provided to the Board for their review and approval.
IT WAS MOVED by Matthew Gamble and SECONDED by Graeme Bunton that the minutes of the Board meeting held on September 19, 2024, be approved as presented.
Motion passed unanimously
(with A. Butler, H. Deschamps Marquis,
C. Nett, and D. Mackey abstaining)
4. Appointment of Board Officers
4.1) Appointment of Board 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 duly appointed.
IT WAS MOVED by Michael Zahra and SECONDED by Anne Butler that the Board of Directors appoints Gwen Beauchemin 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 her successor is appointed, whichever is later, or the expiry of her term as Director or until earlier resignation or removal.
Motion passed unanimously.
4.2) Appointment of Corporate Secretary
The role and responsibilities of the Corporate Secretary were discussed and the Chair advised that Brigitte LeBlanc-Lapointe had agreed to serve as Corporate Secretary for another one-year term.
IT WAS MOVED by Hélène Deschamps Marquis and SECONDED by Colleen Arnold that the Board of Directors hereby appoints Brigitte LeBlanc-Lapointe as CIRA’s Corporate Secretary 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 her successor is appointed, whichever is later or until earlier resignation or removal.
Motion passed unanimously.
5. Board Committees
The Chair provided an overview of the Board Committee membership selection methodology and provided a draft of the Board Committee membership for the 2024/2025 Board cycle. She advised
that a finalized list would be made available in due course.
R. Villeneuve joined the meeting.
6. Other Business
6.1) Board Orientation Guide
The Chair introduced the Board Orientation Guide and recommended that all Board members read through the document and appendices.
6.2) Next Meetings
The Chair provided an overview of the Board meeting cycle and noted that the upcoming year’s calendar would be confirmed and circulated in due course.
C. Noir and A. Eisner withdrew from the meeting
7. In camera sessions
B. Holland and A. Chang joined the meeting.
The board held an in-camera session with management present.
B. Holland, S. Alias, A. Chang, J. Fulford, and D. Young withdrew from the meeting.
8. In camera session (Directors only)
The board held an in-camera discussion.
5. Conclusion of Meeting
IT WAS MOVED by Gwen Beauchemin and SECONDED by Matthew Gamble that the meeting of the Board be concluded.
Motion passed unanimously.
The Chair concluded the meeting at 4:08 pm ET.
