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MINUTES of the Annual General Meeting of the members of the Canadian Internet Registration Authority (“CIRA”) held at the Vancouver Convention Centre, Vancouver, British Columbia, on September 16, 2015 at 11:50 a.m.

1. Call to Order and Approval of the Agenda: Susan Mehinagic, the Chair of CIRA, called the meeting to order and acted as Chair of the meeting. Carole Mackaay, Corporate Secretary, acted as Secretary of the meeting.

MINUTES of the Annual General Meeting of the members of the Canadian Internet Registration Authority (“CIRA”) held at the Vancouver Convention Centre, Vancouver, British Columbia, on September 16, 2015 at 11:50 a.m.

1. Call to Order and Approval of the Agenda: Susan Mehinagic, the Chair of CIRA, called the meeting to order and acted as Chair of the meeting. Carole Mackaay, Corporate Secretary, acted as Secretary of the meeting.

The Chair declared that in accordance with CIRA’s By-law No. 1, notice of the meeting had been duly given to all CIRA members in good standing: there was a quorum present and the meeting was duly constituted for the transaction of business.

2. Verification of the 2014 Annual General Meeting Minutes: There being no corrections nor additions to the minutes of the Annual General Meeting held September 16, 2014, the Chair noted that the minutes stood as approved.

3. Report of the Board of Directors: The Chair of the Board reported on the fiscal year just completed. The 2014-15 fiscal year was a busy one for the Board and staff. The .CA domain names under management now stand at 2.3 million, and .CA continues to outperform many of the international country code counterparts in terms of domain name growth. The domain name industry is maturing, and competition increasing with the introduction of new generic Top Level Domains (“gTLDs”). Many of the new entrants, including well-financed corporations like Amazon and Google, have new and innovative business models. To meet these challenges, and to ensure a reliable and safe Internet environment for all .CA users, over the past three years CIRA has made significant investment in technical development. Consistent with CIRA’s strategic plan, this initiative focuses on enhancements for the benefit of the Internet community generally, but is also viewed with a lens of ensuring CIRA is positioned to take full advantage of commercial opportunities that may be identified. Board oversight of this evolving initiative is led by, and within the mandate of, the Market Strategy Committee that was first struck two years ago. With a strategic plan to guide our work, CIRA has made progress towards expanding both its product offerings and in ensuring the longterm sustainability of the organization.

CIRA is in a stronger position to conduct activities in support of the Canadian Internet community. Last year, CIRA invested $1 million through the .CA Community Investment Program in projects that are enhancing Canadians’ Internet experience. Now in its second year, the Community Investment Program (CIP) is the only funding body in Canada that specifically targets Internet issues. The 25 projects that received CIP funding are as diverse as Canadian Internet users.

Evolving CIRA’s business model will necessitate changes in our operations and resourcing of our operations. Over the past fiscal year, with the Board’s direction, the CIRA team planned an office move culminating with the move into our new premises in May 2015. This move provides needed additional space, reinforcing our intentional culture; and helping us attract and retain top-shelf talent knowledge-based employees. It also allows us to create a space more in-line with today’s business environment – being more innovative, fast-paced, customer-focused, and collaborative. The new space can accommodate CIRA’s talented team,  anticipated future growth and assists in cementing CIRA, a Top 50 Best Small-to-Medium Enterprises in the 2014 AON Hewitt survey, as an anchor for Canada’s high-tech sector.

Also during the year, the Board reviewed the investment objectives and approach to the management of the portfolio with the assistance of an industry-leading Investment Consultancy. CIRA undertook this review to ensure its investments continue to be managed in an appropriate and prudent manner – that is, balancing risk and a reasonable return – and discharging our stewardship/fiduciary responsibility over funds – primarily set aside to fund future operational costs to deliver domain registration services to Registrants.

CIRA has traditionally been a single service entity – providing domain registrations and the underlying Domain Name System (“DNS”) that supports the domain registration. As CIRA introduces new products and services beyond our traditional service, the Board formed a Market Strategy Committee two years ago to continuously review the new product strategy as it evolved and to provide advice and oversight on the new product initiatives.

In the past year, we also recognized the need for renewal and alignment of arrangements with our President and CEO to ensuring ongoing and consistent leadership in the organization as we navigate through changing and challenging times. In this regard, the Compensation and Review Committee undertook a review of the position description, evaluation and compensation arrangements as well as contractual arrangements with the President and CEO. Our current Strategic Plan runs through to the end of fiscal year 2016. The Board has been in active discussion and working with management on the refreshing of the Strategic Plan to guide us into the future. We anticipate this process will culminate in the approval of a final Strategic Plan in the late fall, which will guide the organization forward from fiscal year 2017 through fiscal year 2020.

4. President’s Report

Byron Holland, CIRA’s President and CEO, reported on the past year’s progress. CIRA has entered a new phase in the evolution of the global domain name industry. This really is an exciting time to be in this business.

The Internet has never been more important to the economic and social fabric of the globe.

Considering that just 20 years ago, just slightly over four per cent of Canadians were online; we now have an Internet penetration rate approaching 100 per cent. Also, 20 years ago, the value of the Internet to the global economy was relatively insignificant. It’s now estimated to add more than $4 trillion annually by the end of 2016 and, we are on the cusp of adding another billion users to the Internet, predominantly from the developing world. Astronomical growth, unparalleled change – these are the realities of the Internet. And to succeed an organization must be agile, must be able to adapt to changing market conditions and, most importantly, must be able to plan for whatever lies ahead. We saw these changes coming, and positioned CIRA to meet them head on – to ensure CIRA’s continued growth.

You may wonder, if .CA continues to perform well, why do we feel the need to grow? After all, a six per cent growth rate puts us in an enviable position in many industries. The reasons are simple: our commitment to effectively manage the .CA Registry is stronger than ever, as is our commitment to helping build a better Internet for all Canadians. To that end, we have made some of the most significant changes in CIRA’s 15-year history.

For the first time, we are more than the registry for the .CA TLD. We have introduced new products that both build and capitalize on the brand attributes that have made .CA a success.

In the past fiscal year, we launched D-Zone, a made-in-Canada secondary anycast DNS service to help Canadian organizations optimize and secure their DNS. As online security is an increasing concern for many Canadians, we made changes to our core product, the .CA. From the implementation of DNSSEC to introducing registry lock, product extensions that offer unparalleled security, .CA remains one of the safest and most secure Country Code Top Level Domains (“ccTLDs”) in an increasingly insecure digital world.

New product and service offerings necessitate the procurement of additional resources for the organization. Over the fiscal year, our team grew by 18 per cent. We are now a team of more than 70 high-performing, committed individuals.

CIRA is a unique entity, not just in Canada but around the world. We are a world class, notfor- profit and member-driven organization. While we operate as a revenue-generating company, our driver for success isn’t profit. The money we make goes back into building the Canadian Internet. CIRA supports the Canadian Internet community through its Community Investment Program, a one of a kind initiative in Canada and through other fora. For example, the Canadian Internet Forum (“CIF”), a national dialogue on Internet issues, allows Canadians to have a voice in the most current and important issues facing the development of the Internet today. We held the fourth CIF in October 2014. The results of these discussions influence our work in the Internet governance ecosystem, and we share them with our partners in Canada and around the world through the Internet Governance Forum.

At CIRA, we aim to be one of the best TLD registries in the world, up there with the best the industry has to offer. We want to be a point of pride for all Canadians.

And with our enhancements to .CA, our expansion into Internet-related products and services, and our commitment to facilitating the development of a strong Internet in Canada, I am confident we are well on our way.

5. Summary of the Financial Statements for fiscal year ending March 31, 2015:

Rowena Liang, CIRA’s Chair of the Audit Committee, presented the financial statements for the fiscal year March 31, 2015, a copy of the Auditor’s Report and the financial statements can be viewed on CIRA’s web site at 1.pdf.

6. Appointment of Auditors: It was moved by Bill Gibson, seconded by Rob Villeneuve, that KPMG be and are hereby appointed as Auditors of CIRA, to hold office until the next Annual General Meeting or until their successors are duly appointed and that the Board of Directors be and are hereby authorized to fix the remuneration of the Auditors. Motion carried.

7. Resolution of Members for changes to CIRA’s Bylaw

It was moved by Faye West and seconded by Kerry Brown that .CA Members confirm the following resolution, which was adopted by the Board on June 16, 2015: 

1. Section 8.01 of CIRA’s Amended and Restated By-law No. 1 is amended to delete the following sentence: “The Secretary must be a Director, unless the Corporation’s General Counsel acts as Secretary pursuant to subsection 9.04.”;

2. Section 9.04 of CIRA’s Amended and Restated By-law No. 1 is amended to delete the following sentences: “Unless otherwise determined by the Board, the Corporation’s General Counsel shall act as Secretary of the Corporation. If the Corporation’s General Counsel does not act as Secretary, the Secretary shall be appointed from among the Directors.”; and

3. The aforementioned amendments are confirmed effective today, in accordance with the Canada Not-for-profit Corporations Act.”

Motion carried.

8. Questions from Members: There were no questions from Members.

9. Adjournment

On motion by Bill Sandiford and seconded by Victoria Withers, the meeting was concluded at 12:45 p.m.