Minutes of the Meeting of the CIRA Board of Directors held at the CIRA Offices, 350 Sparks Street, Ottawa on June 3, 2008 at 9:00 a.m. Ottawa time.
Directors attending: Paul Andersen, Richard Anderson, Annette Cyr, John Demco (ex-officio and Secretary), Heather Dryden (ex-officio), Robert Ford, Christopher Goodfellow, Byron Holland (ex-officio), Ron Kawchuk, Lynne Mackan-Roy (Vice-Chair), Bill Reid, Debi Rosati (Chair), Jeff Rybak
Regrets: Ross Rader, Rick Sutcliffe
Guests: Albert Chang (CIRA), Ron Harbottle (CIRA), David Hicks (CIRA), Susan Puderer (CIRA) Norm Ritchie (CIRA), Michael Stewart (CIRA)
Recording Secretary:Lynn Gravel (CIRA)
1. Approval of Agenda
The agenda was amended to include the item Appointment of Secretary and add clarity to items 6. ICANN Update and 9.4 Guidelines to Purchases over $100,000.
Be it resolved that the agenda be adopted with these amendments.
(Moved: A. Cyr, seconded: P. Andersen)
M. Stewart withdrew from the meeting.
2. Appointment of Secretary
The Board of Directors thanked J. Demco for his time serving as CIRA’s Corporate Secretary during the last six months.
Be it resolved that the Board of Directors appoint Michael Stewart to the position of Secretary of CIRA until resignation or removal.
(Moved: B. Reid, seconded: R. Kawchuk, unanimously carried)
M. Stewart rejoined the meeting.
3. Financial and Operational Updates
3.1 Report on all Statutory Obligations
B. Holland reported that all statutory payment obligations were up to date as presented in the certificate. Staff also reported on the cash and investments on hand for each of the operating, restricted and reserved funds.
3.2 Management Report
B. Holland reported on the Registry activities up to April 30, 2008. New registrations for the period of April 1, 2007 to March 31, 2008 were at 305,131 compared to 272,904 for the same period last year. New registrations for the month of April 2008 were at 31,061 compared to 24,656 for the month of April 2007.
Renewals for the period of April 1, 2007 to March 31, 2008 were at 76.7%, 1% less when compared to the same period last year. The Net New Growth (NNG) for the period of April 1, 2007 to March 31, 2008 was 21.5% compared to 23.9% last year. TBR registrations were down slightly in the last several months and the Board inquired if the market might be saturated. B. Holland noted that with 1 Million domains, there are many remaining given that .com has approximately 60 million. Dot-ca’s market share is stable at the moment, having increased slightly in the past quarter. Staff will be looking at the trend lines and market share attentively and follow-up at the next Board of Directors’ meeting.
R. Harbottle reported on the status of the new office space and overall everything was on schedule and on budget.
N. Ritchie reported on the migration of Oracle 9i to 10g and noted the improvements to the database performance. However, as a result of the database upgrade, three Registry outages did occur and staff is looking at revamping the monitoring system. The new back-up site was deployed and is synchronizing every minute with the primary site. Staff also deployed a new network storage system at the primary and back up sites. Again, this is a significant back/restore improvement.
Staff updated the Board of Directors on the Registry rebuild project and noted that they were investigating EPP, a protocol used mostly by gTLDs, as part of the database restructure. The fundamental goal of the Policies, Rules and Procedures (PRP) splitting is to remove the business rules from the policies. Staff noted that phase one of the PRP splitting was complete with the removal of the 30 day notification window to Registrants.
The NQI program is progressing generally well and staff has been busy documenting the business processes. The final deliverable of all key processes has been moved out to the fall due to other priorities.
B. Holland reported that the performance reviews for staff was completed and a revamped compensation plan was rolled out. In accordance with the operational plan, key roles have been staffed and the channel and product management positions were filled by internal staff.
D. Hicks delivered the final report on the one million domain campaign. It was a fully integrated marketing and communications campaign to expose the dot-ca. A Registrant contest generated over 4,000 testimonials and success stories. Eight winners’ testimonials were profiled on the onemillion.ca website. The campaign provided significant coverage in all media channels as well as ad value for brand building and awareness. The gala was well attended by 148 guests from the government, industry and technology sectors.
B. Holland noted that staff will be primarily occupied with the PRP splitting and the database re-redesign as well as the 2008 Elections, the Annual General Meeting and the new office space.
S. Puderer joined the meeting.
3.3 Review of Q4 2008 Financial Results
S. Puderer presented the financial results for the period of January 1, 2008 to March 31, 2008.
Revenue increased to $2.72 million in this quarter compared to $2.31 million in the quarter last year representing an 18% increase. New registrations for the quarter were 87% of budget and renewals down slightly by 1%. The month of March had the highest number of new registrations at near 30,000. Overall expenses for this quarter were less than budgeted, mostly due to salaries and consultants fees planned for projects and base operations.
S. Puderer reported that average revenue generated per domain registration this fiscal year is $8.53 compared to $8.66 for the same period last year. It was noted that the organization is still drawing in earned revenue from previous years advance registration. The interest earned on investment in March 2008 was 3.56%.
S. Puderer withdrew from the meeting.
3.4 Financial Forecasts and Approvals
B. Holland informed the Board of Directors on the upcoming expenditures for the new office space and Cisco support and maintenance agreement. Negotiations were still ongoing with Cisco for a three year agreement to include coverage of all their products.
4. Thanks to Retiring Staff
J. Demco, on behalf of the Board of Directors, thanked R. Harbottle for his effort and contribution to CIRA since its inception and wished him well in his retirement. R. Harbottle stated that he was leaving with mixed emotions but realized that it was time to move on knowing that the organization was in good shape and staff had exciting challenges ahead.
5 WHOIS Update
B. Holland thanked everyone for the healthy debate on the new WHOIS during the last several meetings and as directed by the Board of Directors, staff has prepared an implementation of the disclosure process and a communications strategy. M. Stewart summarized the Rules and Procedures for Requests for Disclosure of Registrant Information for non-law enforcement and law-enforcement.
For non-law enforcement, parties must first use the Interested Party Contact Procedure: Message Delivery Form to resolve their dispute with a Registrant. If they are unable to resolve their dispute with a Registrant using this process, they may make a request to CIRA 14 days after they sent their message to have the Registrant’s information disclosed to them. The requesting party must have a current good faith dispute with the Registrant on the basis that the requesting party reasonably believes the Registrant:
· Is infringing the requesting party’s Canadian registered trademark, registered copyright, or issued patent;
· Is infringing the requesting party’s Canadian registered (Federal or Provincial) corporate, business or trade name; or
· Is making use of the requesting party’s personal information without their knowledge or consent to commit a crime (such as fraud, theft or forgery), to produce money, credit, loans, goods or services without authorization (Identity Theft).
The requesting party must provide supporting documentation substantiating their claim, i.e. registered trademark, registered copyright, issued patent, registered Federal or Provincial corporate, business or trade name, completed identify theft statement and proof of identify. All documents must be notarized.
For law-enforcement, requestors must be a member of a law enforcement agency that is a government institution or part of a government institution who has identified its lawful authority to obtain the information.
In order to make a request, the law enforcement agency must require the information for the purpose of:
· Enforcing a child exploitation law of Canada or carrying out an investigation relating to the enforcement of such child exploitation law;
· Narrowly defined national security matter; or
· Investigating an actual, or serious and imminent threat to the stability or integrity of the Internet, resulting from a Denial of Service Attack that originates from a CIRA domain; malicious hacking that originates from a CIRA domain; phishing originating for a CIRA domain; or pharming originating from a CIRA domain.
M. Stewart noted that discussions were ongoing with law enforcement and that the above wording was not yet finalized. As for the national security matter, law enforcement is not ready and rolling out of this matter will be deferred to a later date.
Any other request for Registrant information must be by way of an order, ruling, subpoena, warrant or judgment.
Discussions ensued questioning if other categories should be allowed access to the information and it was concluded that the policy could be adjusted accordingly and over time.
D. Hicks presented the communications strategy by various segments. Communications to the public, Registrants and Registrars have already been addressed by way of a press release, email notification and CIRA’s website. D. Hicks noted that when doing a WHOIS query, a message already appears on CIRA’s website indicating that CIRA is implementing changes to the dot-ca WHOIS search tool effective June 10, 2008. Staff will be working with a public relations firm on the communications strategy and tactics to address law enforcement agencies and privacy advocates.
6. ICANN Update
B. Holland reviewed the most recent correspondence between CIRA and ICANN and noted that, as part of the re-engagement with ICANN, staff was recommending that the accrued fees for the period of July 1, 2005 to March 31, 2008 be paid. B. Holland referred to P. Twomey’s address to the Board of Directors that morning and was satisfied that ICANN had made significant strides to address our concerns with respect to transparency and accountability. There was also a discussion of whether a contract had been or should be entered into with ICANN
Be it resolved that the Board of Directors approve the payment to ICANN in the amount of $233,750 USD covering fees for the period of July 1, 2005 to March 31, 2008.
(Moved: L. Mackan-Roy, seconded: R. Anderson, unanimously carried)
7. Update on Committees
7.1 Report from the Governance Committee
R. Ford reported that the Committee had met several times in the last month and that the Committee’s main focus at these meetings was on the Governance review. Two excellent responses to the Request for Quote had been received and some members of the Committee had met with the successful bidder to discuss their proposal.
The Governance Committee’s next priority will be Director Education and the Committee anticipates making a recommendation to the Board of Directors for Directors continuing for another term.
R. Ford withdrew from the meeting.
7.2 Report from the Executive Committee
D. Rosati reported that the Executive Committee had met to review the agenda for the Board of Directors’ meeting. The Committee also reviewed senior management’s total compensation for the upcoming year which led to discussion on the formation of an HR Compensation Committee. The Executive Committee agreed to roll this out with the Governance Review.
7.3 Report from the Technical Oversight Committee
On behalf of the Chair of the Technical Oversight Committee, L. Mackan-Roy reported that the Committee had met on June 2, 2008 to discuss the BIND 10 proposal and was seeking approval from the Board of Directors. L. Mackan-Roy noted that CIRA’s contribution would provide the organization with the ability to participate at the ground floor level in the development of a product that we will ultimately use ourselves. Members of the Committee also noted that BIND 10 is critical to the infrastructure of the Internet and essential to CIRA’s own DNS service. Concerns were expressed that CIRA’s contributions be proportionate to its relative size and the contributions being made by others.
Be it resolved that the Board of Directors approve an initial contribution to ISC for up to $200,000 per year, for up to five years, towards the development of BIND10 subject to a balanced/proportionate contribution approach and key milestones and deliverables to be determined, conditional on the approval of the President and CEO and CIO.
(Moved: C. Goodfellow, seconded: A. Cyr, unanimously carried)
S. Puderer joined the meeting.
7.4 Report from the Audit Committee
R. Anderson informed the Board of Directors that the Audit Committee had met on May 23, 2008 to review the audit process and financial statements for the fiscal year ending March 31, 2008. The Auditor reported that he did not find any significant management and/or financial issues to bring to the attention of the Committee.
However, the Auditor discussed two issues of audit significance with management and the Audit Committee is satisfied that they have been addressed properly.
Staff was directed to look at investing the Deferred Revenue funds in longer term and possibly at a better interest rate and report back to the Board of Directors at its next meeting.
It was therefore resolved that the Audit Committee recommend to the Board of Directors that the audited financial statements of Canadian Internet Registration Authority for the fiscal year ended March 31, 2006 be approved.
Be it resolved that:
1. The Board of Directors approve the financial statements of the Canadian Internet Registration Authority for the fiscal year ended March 31, 2008;
2. The financial statements be presented to the members of CIRA at the next Annual General Meeting; and
3. R. Anderson and D. Rosati be authorized to sign CIRA’s 2008 financial statements on behalf of the Board of Directors to signify approval of the Board.
(Moved: P. Andersen, seconded: L. Mackan-Roy, unanimously carried)
The Board of Directors thanked S. Puderer and staff for their effort during the auditing process.
S. Puderer withdrew from the meeting.
7.5 Report from the Nomination Committee
Staff reported that the call for Nomination Committee candidates closed on May 29, 2008. 58 applications were received compared to 180 applications the previous year. The Nomination Committee will be meeting on June 9, 2008 to select 5 to 9 candidates for the final Nomination Committee slate.
8. Board Correspondence
The Board did not receive any correspondence since its last meeting.
A. Chang joined the meeting.
9. Other Business
9.1 Disclosure of Information
A. Chang informed the Board of Directors that in December 2007, it came to CIRA’s attention through a 2007 quarterly financial statement of Futurarewards that Rosatinet had provided a loan to Futurarewards on March 1, 2005, which was ultimately repaid in February or March of 2007.
Staff obtained an outside legal opinion to determine if this gave rise to a real, perceived or apparent conflict of interest pursuant to CIRA’s Director’s Code of Conduct and Policy on Conflict of Interest. Outside counsel advised that he did not identify any actual conflict of interest. He also recommended that D. Rosati provide information with respect to her investment in Futurarewards with the Board of Directors and to have it recorded in the minutes on the basis that this disclosure should provide the information required to eliminate any perception or appearance of a conflict of interest. D. Rosati provided same at the Board meeting. .
J. Demco took the opportunity to ensure the Board was aware that he was involved with a CIRA-certified registrar (Webnames.ca) and until last year had been involved with an organization (UBC) with which CIRA entered into an important contract in 2000. He reminded the Board that he had disclosed these relationships to the Board in the past. He also wanted to state that Webnames.ca is planning to offer a privacy service across several TLDs and aimed primarily at corporate customers. He indicated that he did not believe that his judgment or objectivity as a Board member had been affected, but invited who may have a concern to please let him know directly or on an anonymous basis.
A. Chang withdrew from the meeting.
9.2 Registry Services
N. Ritchie informed the Board of Directors that ICANN was preparing to open-up a number of gTLDs and it was estimated that 500 to 3,000 applications would be filed. N. Ritchie stated that this might impact the dot-ca and perhaps this would an opportune time in re-designing the Registry to design for generic Registry services.
9.3 HR Compensation Committee
This item was discussed under item 6.2 Report from the Executive Committee
9.4 Guidelines for Expenditures over $100,000
B. Holland proposed to the Board of Directors the following procedure for expenditures already approved or budgeted by the Board as part of the Operational Plan:
1) Approval from the Board of Directors required for commitments equal or greater than of $300,000 for budgeted items and $100,000 if item is not budgeted or in variance of the budget;
2) Approval from the Chair of the Board for commitments less than $300,000 for budgeted items and $100,000 if item is not budgeted or in variance of the budget; and
3) Approval for the President and CEO for commitments less than $200,000 for budgeted items and $100,000 if item is not budgeted or in variance of the budget.
The approval of these expenses is also subject to the following guidelines:
a. The Technical Oversight Committee will review and make a recommendation to the Board of Directors for all computer services, hardware and software purchases requiring Board approval;
b. All purchases and contracted services of $100,000 or greater will go to tender, or have multiple quotes from various suppliers when possible;
c. In the case of an emergency due to failure of computer hardware, the President and CEO and the CIO have the authority jointly to approve an expense up to $200,000; and
d. All approvals should be actioned within one week of receipt.
It was agreed that the Board of Directors would be notified within 48 hours of any computer hardware purchases due to failure.
Be it resolved that the Board of Directors approve the expenditure approval authorities and its guidelines with the above noted amendments.
(Moved: R. Kawchuk, seconded: P. Andersen, unanimously carried)
9.5 Governance Committee Terms of Reference
The Governance Committee requested that the 2007-2008 Terms of Reference be amended to include the position of Vice-Chair.
Be it resolved that the Board of Directors approve the revised Terms of Reference for the 2007-2008 Governance Committee to include the position of Vice-Chair and that in the absence of the Chair of the Governance Committee, the Vice-Chair shall perform the duties and exercise the powers of the Chair of the Governance Committee.
(Moved: B. Reid, seconded: L. Mackan-Roy, abstaining: P. Andersen, motion carried)
9.6 Resignation of Board Member
D. Rosati informed the Board of Directors that A. Cyr had submitted her resignation effective today due to health issues.
Be it resolved that, on behalf of the Board, the Chair expresses thanks and appreciation to A. Cyr for the time and effort she dedicated to CIRA as a member of CIRA’s Board and Committees.
(Moved: D. Rosati, seconded: P. Andersen, unanimously carried)
According to section 3.08 (a) (ii) of CIRA’s By-Law, if such a vacancy occurs within the six (6) months preceding the date of the next Election of Directors, the Board has the discretion to let the seat remain vacant until the next Election of Directors, provided a quorum of Directors remain in office.
Be it further resolved that the replacement of Director A. Cyr remain vacant until the next Election of Directors.
(Moved: P. Andersen, seconded: J. Rybak, unanimously carried)
10. Next Meeting
The next meeting of the Board of Directors will be held in Vancouver on Tuesday, September 9, 2008 in conjunction with the Annual General Meeting on September 10, 2008.
11. In-Camera Session
The Board of Directors held an in camera session.
Following the in camera session, L. Gravel rejoined the meeting.
There being no further business, on motion by P. Andersen and seconded by A. Cyr, the meeting was adjourned at 3:30 p.m.