2022 AGM Minutes

MINUTES of the Annual General Meeting (“AGM”) of the members of the Canadian Internet Registration Authority (“CIRA”) held via Webcast and in person at the Infinity Convention Centre, 2901 Gibford Drive, Ottawa on September 15, 2022 at 12:30 p.m. ET

1. Call to Order and Approval of the Agenda: Jill Kowalchuk, the Chair of the Board of Directors of CIRA (the “Board”), 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 157 members present there was a quorum, and the meeting was duly constituted for the transaction of business. A point of order was raised on the agenda regarding the consolidation of the member proposal motions into one motion.  The Chair considered the demand to treat the motions separately as three motions, and given that the three items were similar in nature and with a view of conducting an orderly meeting, the Chair ruled to proceed with the agenda of the meeting posted on CIRA’s AGM meeting website on August 15, 2022.  There being no further objections or changes, the agenda of the meeting was approved.    

2. Verification of the 2021 Annual General Meeting Minutes: There being no corrections or additions to the minutes of the Annual General Meeting held September 23, 2021, the Chair noted that the minutes presented at the AGM stood as approved.

3. Summary of the Financial Statements for fiscal year ended March 31, 2022: 

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, 2022 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/fy22-financial-statements-and-disclosures 

Questions and comments from Members relating to this item can be found at https://www.youtube.com/watch?v=8lVAhYM4pVQ&t=3110s.

4. Appointment of Auditors: It was moved by John Demco, seconded by Crystal Nett, that Welch LLP be re-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 be authorized to establish the remuneration of the Auditors. (Votes for: 103, votes against: 1, abstentions: 7).  The Chair declared the motion carried.

Questions and comments from Members relating to this motion can be found at https://www.youtube.com/watch?v=8lVAhYM4pVQ&t=3110s.

5. Confirmation of by-law changes: The Chair noted that as per section 17.01 of CIRA’s By-law No. 1, any changes to CIRA’s By-law are first made by the Board, and then confirmed by the members at the next meeting of members. The Board approved the changes to CIRA’s By-law during its meeting on July 20, 2022. These changes were then presented to the members at the AGM for confirmation. The Chair outlined the following five (5) changes to CIRA’s By-law, and a copy of the By-law showing the changes was posted on CIRA’s AGM meeting website on August 15, 2022. 

1. SECTION 3.06 OF CIRA’S BY-LAW 

The first change relates to the commencement of Director Terms, and specifically, when new Directors start on the Board after they are elected. Previously, Section 3.06 of CIRA’s By-law provided that Director terms commenced 30 days after a Director’s election. This is not a common practice and resulted in a delay period of 30 days before Directors elected by the members began to serve on the Board.  The change deletes the reference to “30 days” which allows Directors to start serving CIRA immediately upon their election without delay. 

2. SECTION 4.06 OF CIRA’S BY-LAW 

The second change relates to electronic meetings. Section 4.06 of CIRA’s By-law previously provided that if the Directors agreed and consented, they could participate in Board meetings using telephonic or electronic means or other internet-enabled conferencing. For completeness, the change extends this practice to committee meetings. This reflects current practice as committee meetings of the Board are generally held virtually. 

3. SECTION 4.07 OF CIRA’S BY-LAW 

The third change relates to a second or casting vote. Section 4.07 of CIRA’s By-law previously provided that at all meetings of the Board, every question would be decided by a majority of the votes cast on the question, and in the event of an equality of votes, the chair of the meeting would have a second or casting vote. Giving the chair a second or casting vote is undemocratic and may put the chair in a difficult position. As such, the By-law has been amended to specify that in the event of an equality of votes, the chair of the meeting does not have a second or casting vote, to align with a better governance practice. 

4. SECTION 13.09 OF CIRA’S BY-LAW 

The fourth change relates to quorum. Section 13.09(a) of CIRA’s Bylaw previously only took into account Members who attended the meeting in person for the purposes of calculating quorum, which did not take into account virtual or hybrid meetings. As such, this section of the Bylaw has been amended to remove the words “in person” to include both Members who attend a meeting in person as well as Members who attend a meeting online. Furthermore, the quorum provision in section 13.09(b) was previously ambiguous.  As such, the revised by-law adopts the standard for quorum set out in section 164(3) of the Canada Not-for-profit Corporations Act. It provides that if a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting, even if a quorum is lost. This is the customary practice of most for-profit and not-for-profit corporations. 

5. SECTION 16.01 OF CIRA’S BY-LAW 

Finally, the last change relates to the publication that governs CIRA’s Rules of Order. Previously section 16.01 of CIRA’s By-law provided that meetings of the Board and Members would be governed by Wainberg’s Society Meetings. Wainberg’s is an older version and has been renamed “Nathan & Goldfarb’s Company Meetings for Share Capital and Non-Share Capital Corporations”.  The rules of order in Nathan’s are generally consistent with Wainberg’s, except Nathan’s applies to both for-profit and non-profit corporations and has been modernized. The By-law has been amended to reflect the most recent version of this publication.

It was therefore resolved that:

1. The CIRA members hereby confirm the amended CIRA By-law No. 1, approved by the Board on July 20, 2022.

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

(Moved: Matthew Gamble; seconded: Anne Butler. Votes for: 97, votes against: 8, abstentions: 5).  The Chair declared the motion carried. 

Questions and comments from Members can be found at https://www.youtube.com/watch?v=8lVAhYM4pVQ&t=3110s 

6. Member Proposal

The Chair noted that the Member Proposal was submitted by member Alex Beraskow. The member proposal included three items. As the three items all dealt with the same issue, they were consolidated into one motion, as outlined below. Mr. Beraskow’s submitted proposal request the disclosure of confidential documents prepared by Mercer, Boyden and Stratford and Dr. Leblanc that date as far back as 2015, as well as requesting the disclosure of the particulars of those engagements.

Member Proposal by member Alex Beraskow of Ottawa, Ontario

Written supporting statement by proposing member:

When CIRA was established, the Government of Canada (through Industry Canada) stated in 1999:

• CIRA was to be a not-for-profit organization to administer the .CA domain space on behalf of Canadian users
• The .CA domain space is a key public resource,
• CIRA policies should be consistent with the principles established by the Canadian government.
• CIRA must conduct activities in an open and transparent manner that ensures wide public access to all relevant information following fair and sound business practices ensuring an appropriate balance of representation, accountability

The “.CA” domain” is a “key public resource”, owned by Canada (not CIRA), that “CIRA manages on behalf of Canadians, and CIRA is committed to transparency and accountability in its operations as it builds a trusted Internet for Canadians”.

CIRA, as a Not For Profit corporation, is as commercial as all the other 170,000 NFP corporations in Canada, pays no corporate tax and as such must act in the public interest rather than self interest, to be transparent and accountable to both its members and Canadians.

While CIRA “gets no government funding, nor does it receive donations from either public or private sources”, it gets a very valuable asset for free: a licence, at no cost, to manage the “.ca” domain name on behalf of all Canadians. Canada can withdraw that “licence” on 90 days notice.

CIRA members passed a motion at the 2020 AGM that “CIRA should disclose CEO compensation – base salary, all bonuses, all benefits, including severance package terms”

CIRA retained the third-party consultant Mercer (Canada) Limited (“Mercer”) to review best practices and emerging trends in the disclosure of CEO and executive compensation. In addition, CIRA has cited the advice of other consultants: Boyden, Stratford Group, and Dr. Richard Leblanc.

BE IT RESOLVED THAT:

1. CIRA should disclose the Mercer study/report that CIRA cites including the terms of reference given to Mercer and the costs incurred.

2. CIRA should disclose the Boyden and Stratford studies that CIRA cites, including the terms of reference given to each firm and the costs incurred.

3. CIRA should disclose any reports developed by Dr. Leblanc on overall board governance, including the terms of reference given to him and the costs incurred.

The motion was moved by Alex Beraskow and seconded by Tyler Trezise.

The statement by the proposing member at the meeting can be found at https://www.youtube.com/watch?v=8lVAhYM4pVQ&t=3110s.

On behalf of the Board, Brigitte LeBlanc-Lapointe, CIRA’s Corporate Secretary provided the CIRA’s response to these motions.

It was noted that as a Canadian not-for-profit, CIRA follows the requirements of the Canada Not-for-profit Corporations act; coupled with best practices for good governance. Under the Act, members elect directors, who in turn must manage or supervise the management of the activities and affairs of CIRA. Each director must, as its fiduciary duty, act honestly and in good faith with a view to the best interests of CIRA, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

In fulfilling their duties, directors may, and should call upon experts to provide confidential advice and insight to inform the board’s deliberations and decisions. The directors should reflect on this expert advice, while considering the perspectives of members and other stakeholders of the organization. A director should have an informed perspective, and be prepared to discuss, debate and deliberate as a Board to make decisions that serve the best interests of the organization.

A member’s role is not to re-examine the materials and various factors underlying a given board decision. Rather, the members elect the Directors and if a member disagrees with a board’s decisions, the member may vote for new directors in accordance with the Act and CIRA’s by-laws. It should be noted that releasing the reports would breach CIRA’s agreements with trusted service providers and partners due to disclosing confidential information.  More importantly, it would run contrary to the principles of good governance on which CIRA has built its foundation.

Ms. LeBlanc-Lapointe noted that the Board did not support the member proposal and recommended that Members vote against the motion.

Questions and comments from Members can be found at https://www.youtube.com/watch?v=8lVAhYM4pVQ&t=3110s.

During the comment period, it was moved by Darryl Bedford and seconded by Alex Beraskow to amend the motion as follows:

Be it resolved that the member proposal be considered as three separate motions.

Mr. Bedford presented the motion and the Chair responded on behalf of the Board.  Questions and comments from Members relating to the motion to divide can be found at https://www.youtube.com/watch?v=8lVAhYM4pVQ&t=3110s.

(Votes for: 29, votes against: 77, abstentions: 5.)  The Chair declared the motion to divide to be defeated.

As the motion to divide was defeated, the comment period on the main motion relating to the member proposal resumed, which can be found at the link above.

Darryl Bedford proposed the following amendment to the motion:

Be it resolved that the member proposal be amended to delete the text of the three items in the motion starting with the phrase “including the terms of reference” through to the end of each sentence.

As the amendment to the motion did not receive a seconder, Members proceeded to voting on the member proposal, the text of which was as follows:

BE IT RESOLVED THAT:

1. CIRA should disclose the Mercer study/report that CIRA cites including the terms of reference given to Mercer and the costs incurred.

2. CIRA should disclose the Boyden and Stratford studies that CIRA cites, including the terms of reference given to each firm and the costs incurred.

3. CIRA should disclose any reports developed by Dr. Leblanc on overall board governance, including the terms of reference given to him and the costs incurred.

(Votes for: 30, votes against: 67, abstentions: 6).  The Chair declared the member proposal motion to be defeated.

7. Adjournment 

It was moved by Gwen Beauchemin and seconded by Matthew Gamble, that the meeting be concluded at 5:10 p.m. (Votes for 89, votes against: 9, abstentions: 5). The Chair declared the motion to be carried, and the meeting was terminated.