MINUTES of the Annual General Meeting of the members of the Canadian Internet Registration Authority (“CIRA”) held at the Infinity Convention Centre, Ottawa, Ontario, on September 25, 2019 at 12:30 p.m.
1. Call to Order and Approval of the Agenda: Helen McDonald, the Chair of CIRA, called the meeting to order and acted as Chair of the meeting. Brigitte LeBlanc-Lapointe, the Corporate Secretary of CIRA, 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 2018 Annual General Meeting Minutes: There being no corrections nor additions to the minutes of the Annual General Meeting held September 27, 2018, 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 CIRA board provides oversight of CIRA’s corporate goals and direction to make sure that they are consistent with CIRA’s mandate, strategic plan and values. The board oversees the pace of progress against intended results, as well as the finances and spending, to ensure that CIRA is sustainable and using scarce resources for the right purposes.
The Chair of the Board noted that CIRA is now halfway through the final year of its four year 2017-2020 strategic plan and the board is aiming to finalize the next five year plan later this calendar year. The board, and CIRA staff, have spent considerable time over the last year reflecting on how well the current strategic plan has been implemented, and the challenges the organization will face going forward.
The Chair of the Board then highlighted a few aspects of CIRA’s financial position. CIRA has managed to buck the trend, for many years, of a flattening growth in domain name registrations worldwide. There are now over 2.8 million .CA domains under management. Two years ago, .CA domains grew by 5.4% compared to a global industry growth rate of 1.7%. This last year, CIRA managed to grow by 3.6%. By comparison, the industry average for country code top level domains was only 0.8%.
CIRA is doing extremely well by these measures, but the Chair of the Board noted that the net growth rate in domains under management was a double-digit percentage before 2013. She also noted the assumption that the future is likely to feature a further flattening growth rate. This makes the strategic direction, approved by the board four years ago, to pursue the development of diversified services – services over and above the essential core mandate of operating the .CA registry – very important. CIRA wants to be successful in diversifying its service offering so that it can maintain or increase the depth of public benefit programs that it operates and it wants to keep the price it charges registrars attractive.
In the last fiscal year, the board also reviewed CIRA’s statement of purpose and is recommending to CIRA’s members that it be updated to better reflect CIRA’s mandate and current activities, including its diversified services.
The board also reviewed the results of the cost allocation exercise. This was a calculation of the full costs, both investments and the expenditure of time by staff, for all CIRA activities over a year. This allowed the board to start to look at whether the costs were appropriate in light of results, where it wants to drill down further, and where it wants to see better performance. The board learned that 70% of all revenues go to support the core mandate of providing .CA registry services and the DNS infrastructure that protects the necessary user-to-registry functions.
The board will continue to work with CIRA management on suitable performance metrics on how well CIRA’s infrastructure and security investments are performing relative to increasing cyber-attacks and to client needs. The board wants to ensure that CIRA continues to operate a safe, secure and reliable .CA domain for all Canadians, through world class registry and DNS services.
The board learned that the new diversified services as an aggregate are not yet covering their full costs, although some are. The board understands that there is more risk in this area, as some of innovative services are an immediate success and some are not. The board also agreed that some services had a public benefit aspect and thus it would not expect full cost recovery. The board will be working with management to set firm timelines to cost recovery for those that should.
This past year, CIRA continued to grow its revenue from D-Zone Anycast DNS and D-Zone DNS Firewall services. Anycast provides world-class DNS infrastructure for organizations across Canada and around the globe, while Firewall protects Canadian users and organizations from ransomware, phishing, and malware attacks.
CIRA’s team is to be congratulated on the successful migration of .CA to their new state-of-the-art registry, Fury. The Fury platform now hosts several other top-level domains and CIRA hopes to see others come on board.
Going forward, the board expects to see sustained development of non-.CA products and services. The board knows that CIRA staff are talented and thoughtful folks, and the board is encouraging CIRA management to be ambitious and nimble in exploring new diversified service opportunities.
Another area of emphasis for the board over this last year was whether CIRA could increase the impact of the public benefit investments it is making. In fiscal year 2019, CIRA’s flagship granting fund contributed over $1 million to 28 different projects. Community groups, charities, and academic institutions across the country received grants to improve access, digital literacy, and adoption.
These are all worthy projects, but the grants tended to be small, which made it difficult to assess the longer term impacts of these investments. The board approved an increase to the grant size, so that the board could learn whether this change would better respond to needs. The board will consider if further changes are warranted later this fiscal year.
The granting program is not the only way the CIRA gives back to the internet community. The board values CIRA’s continued support in the past fiscal year for the development of Internet Exchange Points, which help make Canada’s internet faster, safer, and more resilient. These are often small and run by volunteers, and so CIRA’s governance advice and technical support are important. The board is very pleased that Iqaluit’s ArcticIX is now in the development phase.
The board welcomed CIRA’s role in organizing the inaugural Canadian Internet Governance Forum, which brought internet policy stakeholders from across the country together to discuss governance of the domestic and global internet. The board continues to support the thought leadership from CIRA’s participation in international fora like ICANN, the Internet Governance Forum, and the Global Internet & Jurisdiction Policy Network.
Overall, the board is pleased with CIRA’s accomplishments in fiscal year 2019. The organization has delivered on its core mandate to manage .CA on behalf of all Canadians, and delivered on its mission to help build a better online Canada.
CIRA continued to invest time and money into initiatives that promote a safe, secure, and accessible internet in Canada. As a mission-driven organization, reinvesting in the health of Canada’s internet is an important part of CIRA’s role.
The Chair of the Board thanked her fellow board members, as well as all CIRA staff, CEO Byron Holland, and the senior leadership team for all their hard work this year. She also thanked the CIRA members for their support and engagement throughout the year.
4. Report from the President and CEO:
Byron Holland, CIRA’s President and CEO, reported on the past year’s achievements and other highlights. Fiscal year 2019 was important for CIRA as it managed to: (i) grow the core of its business – .CA; (ii) diversify and expand its product offerings; (iii) increase the reach of the Community Investment Program; and (iv) protect more users against cyberattacks than ever before.
CIRA’s core responsibility has always been to manage the .CA domain on behalf of all Canadians, and in the last fiscal year CIRA exceeded 2.8 million .CA domains under management after registering over 500,000 new domains. In terms of new domains, this was CIRA’s second most successful year on record – which is a significant accomplishment in the face of a slowing domain name industry.
The President and CEO noted that CIRA is not immune to industry-wide trends. To provide a bit of perspective, CIRA achieved a growth rate of 3.6% in fiscal year 2019 – nearly five times higher than the global industry average of 0.8%. While the global market is experiencing a significant downturn, CIRA still managed to outperform its country code top level domain peers around the world.
Despite the global downturn in the domain name business, CIRA’s marketing and advertising strategy has helped it stay ahead of the curve by positioning .CA as a premium brand and top competitor to its largest rival, .COM.
On this note, CIRA has just launched a significant advertising campaign. CIRA has invested $1.4 million to build awareness, drive users to its channel programs, and, ultimately, reach more potential .CA domain name buyers than ever before.
CIRA management is always thinking about how CIRA can help more users establish their online presence, and management is confident this campaign will encourage Canadians to think .CA when it comes to building their home on the web.
Of course, to build a better online Canada, CIRA has to do a lot more than just sell domains. That’s why over the past few years CIRA has begun to leverage its DNS knowledge and infrastructure to create new product offerings.
For those new to CIRA, it does not just register .CA domain names. CIRA also manages the domain name system – or DNS – the infrastructure that helps computers get to the website users want to visit. It’s basically one of the “phone books” of the internet, but the technology has many more uses than connecting users to specific websites.
One of the products CIRA has built is the cloud-based cybersecurity solution, D-Zone DNS Firewall. Over the past fiscal year, Firewall has experienced solid growth as CIRA has focused our efforts on helping create additional layers of security and protection for municipalities, universities, schools and hospitals. Obviously, these organizations have large networks with tons of sensitive information that needs protecting. CIRA members can feel good knowing that over 400,000 children in 65 kindergarten to grade 12 school boards across the country are protected from malware, ransomware, and phishing attacks. CIRA’s work with DNS Firewall is a concrete example of how CIRA is helping build a better online Canada.
Another CIRA product is D-Zone Anycast DNS service, which continues to grow year-over-year. Right now Anycast is supplying world-class DNS infrastructure services for over 2.8 million .CA domains, more than 37,000 second level domains, and 50 top-level domains, including .SE, .NU, .NL and .CH. By extending CIRA’s global DNS infrastructure, Anycast makes both the Canadian and global internet more resilient. And, of course, it generates revenue for CIRA to reinvest in its various initiatives.
Finally, the President and CEO noted CIRA’s leading-edge registry platform, Fury. CIRA celebrated a major milestone in FY19 when .CA was migrated to the Fury platform. After two years of careful planning, CIRA managed to move over 200 million records over to its new platform and, the second it was done, immediately resumed regular operations. This is a massive accomplishment.
Going forward the CIRA Labs team is hard at work on innovative new cybersecurity initiatives that will help keep more internet users safe from malware, phishing, ransomware, and other cyberattacks.
CIRA’s Community Investment Program, known for its flagship granting program, also includes investments in Internet Exchange Points, the Internet Performance Test, events like ICANN or the Canadian Internet Governance Forum, sponsorships, and other initiatives to build a more connected Canada.
CIRA’s annual granting program provides roughly $1.25 million annually to not-for-profits, charities and academic institutions doing good things for and through the Canadian internet. FY19 marked the fifth year of the program. As of FY19, CIRA has invested $5.45 million into 130 projects across the country. The projects CIRA funds enhance digital literacy, build infrastructure, research ways to improve Canada’s internet and its uses better.
Management knows that the projects CIRA funds make a notable impact. For example, CIRA invested in Connected North, which delivers e-learning services in remote Indigenous communities. CIRA also supported ACORN Canada’s research on internet access in low-income communities across Canada. The organization ultimately released a report called Barriers to Digital Equity in Canada, which received national media coverage.
CIRA also participates in initiatives like the Canadian Internet Governance Forum (CIGF), a one-day conference that brought together government, civil society, and business stakeholders from across the country to discussing internet governance issues that Canadians are called on to address. The CIGF organizing committee was made up of representatives from government, industry and civil society, and CIRA was happy to offer financial support, as well as staff resources to help make the event a success.
Another major focus of CIRA Community Investment Program are initiatives to support the growth of Canada’s Internet Exchange Points. There are currently nine internet exchange points operating across the country, with several more in the development phase. In FY20, CIRA will continue its efforts to offer new IXP startup education, financial assistance, equipment, and governance support.
Outside of Canada, CIRA continues to shape the global, multi-stakeholder internet governance process through staff participation in organizations like ICANN, the Internet Governance Forum, and the Global Internet & Jurisdiction Policy Network, where CIRA works to ensure that Canadian values are represented in the governance of the internet.
CIRA is now in the final year of its current strategic plan, and it is in the process of finalizing its next five-year corporate strategic plan. Going forward, CIRA will do everything it can to stay ahead of the curve, diversify its business and services, continue to develop a more inclusive team, and, most importantly, build a better online Canada.
As the President and CEO said earlier, success doesn’t just happen. It take a ton of hard work and thoughtful strategy. He noted his pride in what CIRA has accomplished over the past year and thanked all of its very talented employees for their hard work this year. He also thanked his peers on the senior leadership team at CIRA, and the board for their strong leadership. With less than one year to go in our current corporate strategic plan, he underscored looking forward to sharing what comes next in our mission to build a better online Canada.
5. Summary of the Financial Statements for fiscal year ended March 31, 2019:
Andrew Escobar, the Chair of the board’s Finance, Audit, Investment and Risk Management Committee, presented the financial statements for the fiscal year ended March 31, 2019 and a copy of the Auditor’s Report thereon. The financial statements can be viewed on CIRA’s website at https://www.cira.ca/resources/corporate/report/fy19-financial-statements-and-disclosures.
6. Appointment of Auditors: It was moved by Matthew Gamble, seconded by Bill Sandiford, that KPMG be 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 authorized to establish the remuneration of the Auditors. (Motion carried)
7. Amendment to the Statement of CIRA’s Purpose
The Chair of the Board noted that CIRA is a not-for-profit organization incorporated under the Canada Not-for-profit Corporations Act. Under this Act, not-for-profit organizations are required to set out a statement of purpose in their articles of incorporation, which is a statement that describes the goals or objectives of the organization. The language in CIRA’s statement of purpose was last updated in 2006 and since then CIRA’s activities have expanded and evolved.
At its board meeting on November 20, 2018, CIRA’s board of directors approved the following amendments to CIRA’s statement of purpose to better reflect the organization’s current activities:
a. to act as the registry for the .CA Internet domain;
b. to provide professional registry, Domain Name System (DNS), and related services
comparable to other major national and international Internet registries;
c. to develop, carry out and/or support
any other Internet-related activities in Canada that promote the good governance, development and use of the Internet for Canada; and
d. to do all such other things as are incidental or conducive to the attainment of the above purposes.
Note there are no changes under item (a) and item (d). It is simply good governance practice and housekeeping to have them updated to reflect the underlying activities of the organization that have always been present and current activities of the organization that may have evolved significantly over time.
These proposed changes accomplish the following:
• acknowledge that CIRA has operated the Domain Name System (DNS) since its inception as part of serving as the registry for the .CA Internet domain.
• reflect that CIRA has for a number of years now, been providing professional registry services, DNS anycast and firewall services, and related services.
• provide more clarity regarding the Internet-related activities provided by CIRA. The term “Internet-related activities” is arguably very broad. The changes to section (c) narrow these activities and reflect those activities that CIRA participates in and leads in promoting the good governance, development and use of the Internet for Canada, both domestically and internationally. This includes CIRA’s work around building a better online Canada, such as supporting Canada’s IXPs, engagement in ICANN and policy conferences such as the Canadian Internet Governance Forum.
The Chair of the Board noted that these amendments to CIRA’s statement of purpose will not change the organization’s direction, but rather, will simply align CIRA’s statement of purpose with its current activities.
Questions and discussion from Members regarding the amendment can be found here.
IT WAS THEREFORE RESOLVED AS A SPECIAL RESOLUTION THAT the statement of the purpose of the Canadian Internet Registration Authority in the articles of the corporation be amended by deleting the current statement of the purpose of the corporation and inserting in its place the following:
The purposes of the corporation are:
a. to act as the registry for the .CA Internet domain;
b. to provide professional registry, Domain Name System (DNS), and related services;
c. to develop, carry out and/or support Internet-related activities that promote the good governance, development and use of the Internet for Canada; and
d. to do all such other things as are incidental or conducive to the attainment of the above purposes.
(Moved: Matthew Gamble, seconded: Bill Sandiford, motion carried.)
8. Questions from Members:
Questions from Members can be found at Canadians Connected 2019: CIRA AGM.
On motion by Matthew Gamble and seconded by Lynne Hamilton, the meeting was concluded at 2:40 p.m.