At this year’s Annual General Meeting (AGM), members will be asked to confirm amendments to CIRA’s By-law that were approved by CIRA’s Board of Directors on June 3, 2025. If confirmed, the amendments will take effect on October 2, 2025 such that the 2025 election process will remain unchanged by the proposed amendments. As a CIRA member, we want you to understand the changes to CIRA’s By-law, the confirmation process, and related rules to be followed at the AGM on September 24, 2025. Find out what you need to know ahead of the AGM to be prepared to vote.
What is a By-law?
Under the Canada Not-for-profit Corporations Act, all not-for-profit corporations like CIRA are required to have a By-law that sets out the broad rules for governing the organization.
What has changed in the By-law and why?
CIRA’s By-law is regularly reviewed to ensure that it serves the needs of the organization and aligns with good corporate governance principles.
Based on the most recent review, on recommendation of the Governance Committee, the Board approved a few changes to the By-law to improve organizational processes and efficiencies. The changes consist of the following:
- Adding “Annual General Meeting” as a defined term so that CIRA can continue to refer to its annual meeting of members as the Annual General Meeting, or AGM.
- Making it a requirement for Directors to be members of CIRA.
- Amending the Election Period to start seven days prior to the AGM and end at the AGM.
- Removing the “grandfather” clause associated with the Director term limits (the Director term limits were added to the By-law in 2016, and as such, this clause is no longer applicable).
As part of our AGM materials, details regarding the amendments to the By-law, including links to the actual edits in tracked changes, have been posted on the event site.
Why is CIRA making it a requirement for Directors to be members?
Attendance at CIRA’s AGM is limited to CIRA members. Guests or non-members are not permitted to attend. This change ensures that Directors are able to attend CIRA’s AGM. In addition, this change reflects the importance that CIRA places on its members. Directors are not only elected by the members, but should be required to be members themselves.
Why is CIRA changing the timing of its election?
The Canada Not-for-profit Corporations Act (the “Act”) provides that Directors are elected by the members at each annual meeting. Under CIRA’s current election process, the election starts at the AGM, and ends seven days afterwards. This leads to the peculiar situation where the election continues even after the AGM has concluded. With the By-law amendments, the election would start seven days prior to the AGM, and end at the actual AGM. It is the Board’s view that this change is more consistent with the spirit of the Act, and elections in general. Note that it is only the timing of the election that is changing; members would still have seven days to cast their vote for their preferred candidates.
What’s the process of confirming the changes to the By-law?
Section 152 of the Canada Not-for-profit Corporations Act and Section 17.01 of CIRA’s By-law provide that By-law amendments are first voted on by the Board, and if approved, they are then confirmed by the members at the next AGM.
What are the rules during the process of confirmation?
The revised By-law has been approved by the Board and is being presented as a package to members for confirmation. Any further proposed changes and/or wordsmithing to the By-law at the AGM is not permitted. Should members choose not to confirm the revised By-law, the current version of the By-law would continue in effect.
When would these By-law amendments come into effect?
If confirmed by the members, these By-law amendments would come into effect on October 2, 2025, after the completion of CIRA’s 2025 Board of Directors election. For clarity, the timing of this year’s Board of Directors election will remain unchanged.
More questions about these changes? Email us at member.services@cira.ca.
Learn more about CIRA’s AGM and to register to attend!
About CIRA membership
CIRA is a member-based organization that values the input of its members and their contributions to enabling a trusted internet. Having a .CA and being a CIRA member supports the great work we do for Canada’s internet.
Membership is free and only open to .CA holders. It remains active so long as your domain(s) remain registered—there’s no additional renewal process beyond renewing your .CA domain name!
If you’re not a member and have a .CA domain name—become one! Don’t have a .CA domain name? What are you waiting for—register yours today.
As the Manager of Membership Relations at CIRA, Julie manages the development, planning and delivery of CIRA’s membership and Member-related activities and engagement. She strives to create opportunities for Members and consumers, and partners to share, connect, and learn and get the most out of their relationship with CIRA.
