2007/04/24 Minutes

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on April 24, 2007 at 9:00 a.m. Ottawa time.

Directors attending: Annette Cyr, Angie Forte (ex-officio) (by telephone), Clyde Beattie (ex-officio), John Demco, Robert Ford, Christopher Goodfellow, Ron Kawchuk, Lynne Mackan-Roy (Vice-Chair), Ross Rader, Bill Reid (by telephone), Debi Rosati (Chair) Jeff Rybak, Bernard Turcotte (ex-officio), Kim von Arx (Secretary)

Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on April 24, 2007 at 9:00 a.m. Ottawa time.

Guests: Lili-Ann Foster (Renaud Foster), S. Puderer (CIRA), N. Ritchie (CIRA)

Recording Secretary: Lynn Gravel (CIRA)

1. Approval of Agenda

The Chair proposed that the agenda be amended to include the following items: 1) 6.1 Amendment to the Policy on Nominations and Elections; 2) 6.4 Report on ICANN Lisbon; and 3) 6.5 Update on ICANN.

It was resolved that the agenda be adopted with these amendments.

(Moved: J. Demco, seconded: L. Mackan-Roy)

2. Update on Committees

2.1 Technical Oversight Committee

R. Kawchuk reported that the Technical Oversight Committee had met in person on April 23, 2007 wherein N. Ritchie presented a status report on the Disaster Recovery Plan. As a result staff will develop a project proposal on CIRA’s disaster recovery procedures for the Technical Oversight Committee’s review at its next meeting.

C. Beattie also recommended that staff prepare a formal policy on Disaster Recovery including risk management for discussion at its next meeting.

2.3 Governance Committee

R. Ford reported that the Governance Committee had met on April 5, 2007 in Toronto. The Committee discussed the key operational performance indicators for each standing Committee and agreed that the Committee would conduct a thorough review of all the terms of reference for the standing Committees and recommend any changes. The Governance Committee also recommended that all minutes of standing committees be circulated to members of the Board of Directors. The Governance Committee will be discussing the Strategic Planning process at its next meeting.

2.3 Audit Committee

On behalf of the Chair of the Audit Committee, D. Rosati informed the Board of Directors that the Audit Committee had met on March 6, 2007 via teleconference to review the Auditor’s engagement letter and the auditing process. The next meeting of the Audit Committee is scheduled for May 31, 2007 to review the draft financial statements.

2.4 Executive Committee

The Executive Committee met via teleconference on April 3, 2007 to review the agenda for the Board of Directors’ meeting of April 24, 2007. The Committee held an in-camera session to discuss the President and CEO’s performance evaluation and will report to the Board of Directors at a later date.

3. Report on all Statutory Obligations

B. Turcotte advised Directors that all statutory payment obligations were up to date as presented in the President’s certificate.

3.1 President’s Report

B. Turcotte informed the Board of Directors that CIRA had met the National Quality Institute Progressive Excellence Program (NQI PEP) Level One criterion.

B. Turcotte also reported briefly on the ICANN meeting in Lisbon and noted that the .xxx TLD had been turned down by the ICANN Board of Directors.

The final phase of the Membership Authentication project is underway and so far CIRA Registrants are providing a very strong and positive response to the campaign.
As agreed by the Board of Directors at its February 27, 2007 meeting, staff proceeded with the final payment to the University of British Columbia as per the Transition Agreement.

4. Approval of Audit Fees for 2007 Audit

It was resolved that the remuneration paid to the firm of Kriens Larose LLP for serving as auditor of the Canadian Internet Registration Authority until the next annual meeting of CIRA or until its successor is appointed, whichever is earlier, will not exceed $8,000.

(Moved: R. Ford, seconded: R. Kawchuk, unanimously carried)

S. Puderer joined the meeting.

5. Operational Plan and 2007-2008 Budget

B. Turcotte presented the chronology of events leading to the proposed operational plan and 2007-2008 budget. At its January 30, 2007 Board of Directors’ meeting, the Strategic Plan put forward was approved with some amendments. This version of the Operational Plan has been reviewed following the February 27, 2007 Board of Directors’ meeting and the launch of the new projects have been delayed until mid fiscal year 2008 to allow the organization to meet its staffing requirements. The Generic Corporate Calendar included in the document shows an annual three year Strategic Planning process with quarterly progress reports. B. Turcotte noted that for planning and budgeting purposes, the contents were divided into four categories: A) Standard Base Operations; B) Additions to Base Operations; C) Existing Projects; and D) New Projects.

S. Puderer presented an analysis of the 2007-2008 budget and future year estimates. Discussions ensued regarding the restricted assets and the reserve fund and it was agreed that the Board of Directors would discuss at a later date.

R. Anderson and N. Ritchie joined the meeting.

Directors expressed concern with the growth of the organization and its ability to complete all the projects. B. Turcotte assured the Board of Directors that staff was looking at additional space to accommodate the staffing needs and that the organization will achieve the majority of the plan given that there is a certain elasticity. Some concern was raised regarding the Marketing activities and B. Turcotte indicated to the Board of Directors that Level 2 of the NQI PEP focuses on customers and our distribution channel.

6. Other Business

Lili-Ann Foster of Renaud Foster joined the meeting.

D. Rosati introduced L. Foster to the Board of Directors. L. Foster briefly outlined her experience in leadership and governance practices.

L. Gravel, L. Foster, S. Puderer, N. Ritchie, B. Turcotte and K. von Arx withdrew from the meeting.

7. In Camera Session

The Board held an in camera session.

Following the in camera session, L. Gravel, B. Turcotte and K. von Arx rejoined the meeting.

The Board of Directors approved the following resolutions:

Be it was resolved that the Board of Directors approved the following items as presented in the operational plan and 2007-2008 budget:

All items listed in category A, including AGM improvements, Primary Site upgrades, Backup Site upgrades, DNS lab, Operational Test & Evaluation – Dev. Refresh;

The following items listed in category B: Tradeshows, HR Framework, Business Intelligence, Membership Drive and Maintenance, User experience improvements, Process improvements;

All items listed in category C; and

The following item listed in category D: Real-time Back-up, DNS site upgrades

(Moved: R. Ford, seconded: R. Rader, unanimously carried)

It was also resolved that the Board of Directors approve the purchase of a Network Appliance filer for the primary site for an amount not to exceed $114,000 CA not including taxes.

(Moved: R. Ford, seconded: R. Rader, unanimously carried)

8. Other Business

8.1 Amendment to the Policy on Nominations and Elections

This item was deferred to a meeting via teleconference based on Directors’ availability.

8.2 Update on Membership Authentication

This item was deferred to the next meeting.

8.3 Update on Massive Technology Show in Vancouver

This report was distributed to the Board of Directors for information only.

8.4 Report on ICANN Lisbon

This report was distributed to the Board of Directors for information only.

8.5 Update on ICANN

This report was distributed to the Board of Directors for information only.