Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held virtually on October 18, 2023
Attendance:
Board of Directors: Liza Aboud, Colleen Arnold, Gwen Beauchemin, Don Bowman, Graeme Bunton, Anne Butler, Matthew Gamble, Eric Hill, Jill Kowalchuk (Chair), Samantha Ventresca, Rob Villeneuve, Michael Zahra
Board Advisors: Byron Holland, John Demco, Monika Surma
Corporate Secretary: Brigitte LeBlanc-Lapointe
Guests: Sanita Alias, Spencer Callaghan, Albert Chang, Adam Eisner, Jon Ferguson, Marc Fares, Jane Fulford, Rick Koeller, Paula Panetta, Deanna Young
1. Call to Order & Approval of Agenda
The meeting was called to order at 1:04pm on October 18, 2023.
The Corporate Secretary advised the Board that John Demco had agreed to act as Interim Chair.
IT WAS MOVED by Anne Butler SECONDED by Michael Zahra that John Demco serve as Interim Chair.
Motion passed unanimously.
IT WAS MOVED by Samantha Ventresca and SECONDED by Gwen Beauchemin that the agenda be approved as presented.
Motion passed unanimously.
1.2 Conflict of Interest Disclosure
There were no conflicts of interest declared in relation to the meeting items.
2. Meet & Greet
The Interim Chair lead roundtable introductions board members, board advisors, and CIRA staff.
3. Appointment of Board Chair
The Interim Chair called for nominations for the Chair of the Board. Following the close of nominations, the Chair of the Board was duly appointed.
IT WAS MOVED by Matthew Gamble and SECONDED by Anne Butler that Jill Kowalchuk be appointed to the position of Chair of CIRA to hold office for a period ending on the earlier of: (a) two years following this appointment, (b) the expiry of the Chair’s term as a director, (c) the Chair otherwise ceasing to be a director or (d) the Chair’s removal, all in accordance with CIRA’s by-laws.
Motion passed unanimously.
4. Appointment of Board Officers
4.1 Appointment of Board Vice-Chair
The Chair called for nominations for the Vice-Chair of the Board. Following the close of nominations, the Vice-Chair of the Board was duly appointed.
IT WAS MOVED by Samantha Ventresca and SECONDED by Anne Butler that Gwen Beauchemin be appointed to the position of Vice‐Chair of CIRA to hold office for a period of one year or until the next Board meeting after the expiry of such one-year period at which her successor is appointed, or until her earlier resignation or removal, all in accordance with CIRA’s by-laws.
Motion passed unanimously.
4.2 Appointment of Corporate Secretary
The Chair advised the Board that Brigitte LeBlanc-Lapointe had agreed to serve as Corporate Secretary for another one-year term.
IT WAS MOVED by Anne Butler and SECONDED by Colleen Arnold that Brigitte LeBlanc-Lapointe be appointed to the position of Corporate Secretary of CIRA to hold office for a period of one year or until the next Board meeting after the expiry of such one-year period at which her successor is appointed, or until her earlier resignation or removal, all in accordance with CIRA’s by-laws.
Motion passed unanimously.
5. Constitution of Board Committees
CIRA’s Board Committee Membership for FY23-24 was confirmed as follows:
Community Investment Committee
Matthew Gamble (co-Chair)
Samantha Ventresca (co-Chair)
Graeme Bunton
Rob Villeneuve
Compensation and Review Committee
Anne Butler (Chair)
John Demco (Board Advisor)
Jill Kowalchuk
Rob Villeneuve
Finance Audit Investment and Risk
Colleen Arnold (Chair)
Liza Aboud
Gwen Beauchemin
Don Bowman
Anne Butler
Samantha Ventresca
Michael Zahra
Governance Committee
Eric Hill (Chair)
Colleen Arnold
Matthew Gamble
Jill Kowalchuk
Service Strategy Committee
Don Bowman (Chair)
Gwen Beauchemin
Graeme Bunton
John Demco (Board Advisor)
Michael Zahra
6. Approval of Minutes
Minutes of the meeting of the Board held on September 28, 2023, was provided to the Board for review and approval.
IT WAS MOVED by Samantha Ventresca and SECONDED by Don Bowman that the minutes from the Board meeting held on September 28, 2023, be approved as presented.
Motion passed unanimously (with A. Butler, G. Bunton and R. Villeneuve abstaining)
7. Corporate Calendar
7.1 Draft Corporate Calendar
The Board reviewed and discussed the proposed schedule of Board meetings for the upcoming year. The Committees will be consulted in due course for the specific timing of their meetings, in line with their annual work plans.
J. Ferguson withdrew from the meeting.
7.2 Approval of 2024 AGM Date
The proposed date for the 2024 Annual General was discussed, and in response to a question from the Board, CIRA staff confirmed that there are no known conflicts with this date.
IT WAS MOVED by Anne Butler and SECONDED by Liza Aboud that CIRA’s 2024 Annual General Meeting be held on Wednesday, September 25, 2024.
Motion passed unanimously.
S. Callaghan, A. Chang, and R. Koeller joined the meeting.
8. In camera session
The Board held an in-camera session.
9. Other Business
9.1 Post Meeting Survey
The Chair advised that the Governance Committee agreed to start distribution of a short post-board-meeting survey to gauge the overall effectiveness of the meetings. The Board noted no objections.
CIRA staff withdrew from the meeting.
10. In-Camera Session (directors only)
The Board held an in-camera session.
11. Conclusion of Meeting
IT WAS MOVED by Matthew Gamble and SECONDED by Gwen Beauchemin that the meeting of the Board be concluded.
Motion passed unanimously.
The Chair concluded the meeting at 3:34pm.
