MINUTES of the Annual General Meeting of the members of the Canadian Internet Registration Authority (“CIRA”) held via interactive webcast on September 23, 2021 at 2:10 p.m. ET
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, in light of the 202 members present there was a quorum, and the meeting was duly constituted for the transaction of business. There being no objections or changes, the agenda of the meeting posted on CIRA’s AGM meeting website on August 19, 2021 was approved.
2. Verification of the 2020 Annual General Meeting Minutes: There being no corrections nor additions to the minutes of the Annual General Meeting held September 23, 2020, the Chair noted that the minutes presented at the meeting stood as approved.
3. Summary of the Financial Statements for fiscal year ended March 31, 2021:
Crystal Nett, the Chair of the board’s Finance, Audit, Investment and Risk Management Committee, presented the financial statements for the fiscal year ended March 31, 2021 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/fy21-financial-statements-and-disclosures
4. Appointment of Auditors: It was moved by Matthew Gamble, seconded by Patrick Audley, that Welch LLP 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.(Votes for: 133, against: 3, abstain: 8; motion carried)
5. Member Q&A
Questions from Members can be found at https://www.youtube.com/watch?v=JD3O1Q0GQCk .
6. Member Proposal
The Chair noted that the Member Proposal was submitted by member Alex Beraskow. The Member Proposal included eight separate motions proposing changes to CIRA’s By-law No. 1 (the “Bylaw”). The Chair underscored CIRA’s commitment to the multi-stakeholder model. She noted that CIRA’s board does not support the Member Proposal and encouraged the members to vote against each of the motions.
The Chair also noted that each of the motions would be addressed separately, starting first with the three proposals which in CIRA’s view deal with topics that are potentially legitimate topics for Bylaw changes, followed by those proposals which the Board views are not appropriate to be included in the Bylaw.
Member Proposal by member Alex Beraskow of Ottawa, Ontario:
a. CIRA spends significant amounts of money promoting “.ca” as a top-level domain. In turn, CIRA passes on such leads regularly to Registrars.
b. Some registrars – corporations publicly or privately owned – may own more than a 1,000 “.ca” domain names for resale and profit.
c. While CIRA has sold 3 million Domains Under Management (DUM) to registrants who in turn bought them from registrars, many are not used, simply warehoused for possible resale.
d. No registrar should have any influence over any of CIRA’s management and governance activities especially as CIRA must act in the public interest and not private interest.
e. CIRA management and governance must be completely independent of any Registrar including that Registrar’s employees and direct family.
f. The Nomination Committee process must be completely independent of any Registrar including that Registrar’s employees and direct family.
g. The CIRA Dispute Resolution Process (CDRP) must be completely independent of any Registrar including that Registrar’s employees and direct family.
h. Registrars – including their employees and direct family – have a perceived interest in being on side with CIRA management and supportive that may inhibit their governance responsibility.
3.03 (e) Every Director must be independent of any Registrar.
(Moved: Alex Beraskow, seconded: Jim Dixon. Votes for: 20, against: 105, abstain: 9, motion defeated)
a. The Nomination Committee is established by the Board every year to propose suitable candidates for election as part of the Nomination Slate. The Board selects members to that Committee who in turn vet a minimum or maximum number of candidates for election.
b. The Nomination Committee process must be fair and transparent, free from any conflict of interest. Its members must be independent of management and Registrars.
c. A Registrar should not sit on the Nomination Committee to in turn participate in the selection of candidates proposed for election.
6.01 c) (v) The Nomination Committee members must be independent of management and Registrars.
(Moved: Alex Beraskow, seconded: Brett Delmage. Votes for: 13, against: 103, abstain: 8; motion defeated)
a. The Board election process is critical to the success of CIRA. Board candidates must be vetted, and worthy candidates proposed for subsequent election, free from conflict of interest and undue influence. Board members should also be rotated to ensure a fresh set of eyes and free from any real or perceived influence of management.
b. Good governance has term limits for each Board member, usually a maximum of 3 terms (each term lasting 3 years in CIRA’s case). That avoids incumbency while promoting fresh approaches and diversity.
c. Previously the Board agreed to that while giving itself – the incumbents – extra rights of unlimited terms. That was self dealing, proposed by the Board, even though it was approved at an AGM subsequently.
d. No Board term should be a sinecure.
Delete section 3.06 (b) and 3.06 (c)
3.06 (b) Each Director shall serve for no more than 9 years.
(Moved: Alex Beraskow, seconded: Mike Abramczuk. Votes for: 26, against: 92, abstain: 4; motion defeated)
a. The Board election process is critical to the success of CIRA. Board candidates must be vetted, and worthy candidates proposed for subsequent election, free from conflict of interest and undue influence.
b. The Returning Officer, appointed by the Board, monitors that process. In past, CIRA management has proposed a single candidate to the Board to act as the independent Returning Officer.
c. The Returning Officer has an important role to play in ensuring the integrity of the election system and process by being independent of management and free from conflict of interest – real or perceived conflict of interest.
d. The current Returning Officer was hired in 2012 and continues to get the assignment on a contractual basis.
e. Rotating contractors is a good management practice.
f. Auditors of financial affairs of every corporation are routinely rotated, to provide a fresh set of eyes, and ensure independence from management. This is especially important for public interest corporations. In some jurisdiction’s rotation is mandatory every 5 years.
g. The costs of that contract is not known to members.
3.05 (d) The Returning Officer should be allowed to oversee the election process and system a maximum of 5 board elections.
(e) The Returning Officer must file a Report that must be reviewed by the Board and thereafter accepted once it has done its due diligence.
(f) The Returning Officer Report must be published on the CIRA web site along with all associated costs.
(Moved: Alex Beraskow, seconded: Brett Delmage. Votes for: 15, against: 92, abstain: 8; motion defeated)
a. The costs – renumeration and expenses – of “observers” on the Board is not reported and is unknown to members.
b. Some of those expenses can be trips abroad for Directors and Observers; some are for education. Some of those activities for Directors and Observers are recommended by the management and specifically the CEO.
c. The Board Chair may have a discretionary fund that is used for activities that should be visible to members.
3.11 (c) All Directors individual renumeration as well as individual expenses are to be reported in the annual financial statements.
(d) All consultants and observers hired by and for the Board must be named and must have their total expenses reported in the annual financial statements
(Moved: Alex Beraskow, seconded: Patrick Audley. Votes for: 15, against: 80, abstain: 8; motion defeated)
a. Some registrars may own more than a 1,000 “.ca” domain names for resale and profit.
b. Some “.ca” domain names resell for thousands of dollars.
c. No Registrar – including employee or direct family – should have any influence over any of CIRA’s management and governance activities especially as CIRA must act in the public interest and not private interest.
d. CIRA management and governance must be completely independent of any Registrar including that Registrar’s employees and direct family.
e. The CIRA Dispute Resolution Process (CDRP) must be completely independent of any Registrar including that Registrar’s employees and direct family.
f. Firms who administer the CIRA Dispute Resolution Process must be registered federally and have their directors and shareholders disclosed prominently on the CIRA web site to ensure independence and transparency, with no real or perceived bias.
Insert after Section 15
16.1 The CIRA Dispute Resolution Process must be fair and independent of management, the Board and Registrars.
16.2 Firms selected to administer the process should be registered federally and publicly; management, shareholders and board directors of such firms must be disclosed on the CIRA web site.
16.3 Firms for managing the CIRA Dispute Resolution Process must be tendered at least every 5 years.
(Moved: Alex Beraskow, seconded: Patrick Audley. Votes for: 11, against: 87, abstain: 4; motion defeated)
a. CIRA was given the right to manage the “.ca” domain space 22 years ago by the federal government of Canada – specifically Industry Canada then (Innovation, Science and Economic Development Canada now) – in a letter written by Dr. Michael Binder, Assistant Deputy Minister. That recognised that CIRA is the administrator of the “.ca” domain space.
b. That letter – commonly referred to as the “Binder” letter – had conditions: CIRA was to conduct its activities in an open and transparent manner that ensured wide public access to all relevant information, following fair and sound business practices.
c. That letter also stated “The .CA domain space is a key public resource”. As such it does not belong to any individual or corporation; it is more like Crown land.
d. CIRA operates under the grace and pleasure of the government. CIRA’s right to be the registry of the “ca” domain can be taken away from CIRA on 90 days notice. https://www.iana.org/reports/2000/ca-report-01dec00/ubc-cira-canada-umbrella-agreement- 09may00.html This signed agreement says ” 4. CANADA may terminate the designation of CIRA described in Article 1 upon 90 days written notice to CIRA if, in the opinion of CANADA, acting reasonably, CIRA is unable to continue to manage, operate and control, or cause to be managed, operated and controlled, the .ca domain space in accordance with the principles and structure set out in the March 11, 1999 Letter and in accordance with such other principles as CANADA may, from time to time, set.” The “March 11, 1999 Letter” is the “Binder” letter.
e. This principle is important to embed in the CIRA Bylaws as it underpins all activity.
f. CIRA manages a public property and must act in the public interest, and never in any private interest. It must do so and must be seen to do so.
Add section 2.06
2.06 As a Not For Profit corporation, CIRA must manage the .CA domain space as a key public resource on behalf of Canadians. CIRA must manage CIRA’s activities in an open and transparent manner that ensures wide public access to all relevant information following fair and sound business practices.
(Moved: Alex Beraskow, seconded: Jim Dixon. Votes for: 17, against: 71, abstain: 5; motion defeated)
a. The Bylaws – in Section 3 – state that the CIRA Board consists of 12 directors. It then allows that another 3 are designated as Board Advisors, having the right “to attend, in a non-voting capacity, all meetings of the Board and all committees thereof”.
b. While the rights of the 3 advisors are currently defined – to attend meetings and participate – their accountability is not defined.
c. According to Corporations Canada (part of Innovation Science Economic Development Canada – ISED)
- “The governance, administration and management of the corporation lies with the board of directors, who are accountable to the members.”
- “The board of directors is accountable to the members. It is responsible for managing and supervising the activities and affairs of the corporation.”
d. The Board may engage any consultant at any time to fulfill their fiduciary duty and duty of care. Those expenses and responsibilities should be noted and reported to members.
e. Currently some Advisors get paid and possibly enjoy other benefits that are not known to members.
f. The principal job of the Board is to hire the CEO and thereafter provide oversight over all material activity of the corporation. That also means supervising the CEO. The Board can invite the CEO along with any other staff to participate in Board meetings as the Board sees fit; attendance and participation should not be a statutory right. The CEO should not actively participate in providing oversight over his/her own activities; the Board should not be influenced unduly.
g. The Board of 12 directors are held accountable in law and in practice for the affairs of the corporation but not the Advisors.
h. There is some confusion as to whether the Board – those responsible – consists of 12 or 15 members. Only 12 directors are registered (publicly) with Corporations Canada.
i. There is no defined responsibility or accountability for the government representative.
j. Bylaws should not name people.
Delete section 3.02
3.02 The CIRA Board may engage advisors and consultants as they see fit. Such expenses along with accountabilities should be noted and reported to members.
(Moved: Alex Beraskow, seconded: Patrick Audley. Votes for: 13, against: 78, abstain: 7; motion defeated)
Questions and comments from Members on each motion can be found at https://www.youtube.com/watch?v=JD3O1Q0GQCk.
It was moved by Jill Kowalchuk and seconded by Jim Dixon, that the meeting be concluded at 6:04 p.m. (Votes for: 83, against: 6, abstain: 3; motion carried)