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Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)

Held at CIRA’s Head Office on November 22, 2023


Board of Directors: Liza Aboud (virtual), Colleen Arnold (virtual), Gwen Beauchemin (Vice-Chair), Don Bowman, Graeme Bunton (virtual), Anne Butler, Matthew Gamble, Eric Hill, Jill Kowalchuk (Chair), Samantha Ventresca, Rob Villeneuve, Michael Zahra

Board Advisors: Byron Holland, John Demco, Monika Surma

Regrets: None.

Corporate Secretary: Brigitte LeBlanc-Lapointe

Guests: Sanita Alias, Adam Eisner, Jon Ferguson, Jane Fulford, Maureen James, Charles Noir, Paula Panetta, Josh Tabish, Sabrina Wilkinson, Deanna Young

1. Call to Order & Approval of Agenda
The meeting was called to order at 8:48am ET.

IT WAS MOVED by Matthew Gamble and SECONDED by Eric Hill 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. In-Camera Session (Directors only)
The CIRA Board of Directors held an in-camera session.

B. Holland, S. Alias, A. Eisner, J. Ferguson, J. Fulford,
C. Noir, P. Panetta, and D. Young joined the meeting.

3. Chair Remarks
The Chair welcomed the new and returning board members and noted that the CIRA Board culture has a focus on developing and maintaining a culture of inclusion and respect around the Board room table. This culture supports challenging and open dialogue where all Board members can contribute, debate, and have a constructive dialogue around the Board room table.

4. President & CEO Remarks
The President and CEO welcomed attendees to the meeting and provided general updates on recent CIRA activities and the regulatory landscape.

5. Consent Agenda
The Chair noted that the consent agenda items were shared in advance of the meeting and invited board members to remove items from the consent agenda for discussion, if required. The Chair then removed the Management Report from the consent agenda for further discussion.

IT WAS MOVED by Anne Butler and SECONDED by Matthew Gamble that the minutes of the meeting on October 18, 2023 be approved as presented and that the remaining items in the Consent Agenda be received.
Motion passed unanimously.

5.1 Management Report

The Chair thanked staff for the information provided in the management report and sought additional information regarding certain items highlighted in the prepared dashboard. Staff underscored that this document shows CIRA key performance indicators, looked at through a lens of strategic planning, risk management, and the current regulatory landscape.

6. Committee Reports
6.1 Finance, Audit, Investment and Risk Management

The Chair of the FAIR Committee directed the Board’s attention to the written report provided and noted that the Bank Signing Authority Document was being presented to the Board for approval.

IT WAS MOVED by Eric Hill and SECONDED by Gwen Beauchemin that the Bank Signing Authority Policy be approved as presented.
Motion passed unanimously.

6.2 Community Investment Committee

Maureen James joined the meeting.

The co-Chairs of the Community Investment Committee directed the Board’s attention to the written report provided and noted that the Committee is excited about the $250K grant.

In response to questions from the Board, it was noted that an infrastructure-focused grant recipient was sought to help remove barriers to accessing the internet and to provide experience that can be applied to other processes and projects, and that this grant selection was made by the Committee without involvement from the Grants Evaluation Panel.

IT WAS MOVED by Michael Zahra and SECONDED by Gwen Beauchemin that, as recommended by the Community Investment Committee, National Capital FreeNet shall receive a grant in the amount of $250,000.
Motion passed unanimously.

The co-Chairs noted that staff were working to form the Grants Evaluation Panel for the coming year and drew the Board’s attention to the written report on this topic.

IT WAS MOVED by Anne Butler and SECONDED by Gwen Beauchemin that, Rob McMahon, Ian Daly, Jason Dunk, Rhea Doolan, Erin Knight, Pierre Martin Tardif, and Tim Whiteduck be re-appointed to the Grants Evaluation Panel for a one-year term, and that the Community Investment Committee be authorized to appoint a minimum of two (2) and a maximum of four (4) Evaluation Panel members for a two-year term, from the list provided to the Board.
Motion passed unanimously.

Maureen James withdrew from the meeting.

7. Other Business
7.1 Bill C-26 Policy Update

Josh Tabish and Sabrina Wilkinson joined the meeting.

The Chair introduced Josh Tabish, Senior Manager, Policy and Advocacy and Sabrina Wilkinson, Policy Program Manager, who provided an update on the legislative status of Bill C-26. It was noted that Bill C-26 would be studied by the Standing House of Commons Standing Committee on Public Safety & National Security (SECU) in the near future and discussion ensued regarding its relevance to CIRA and CIRA’s engagement regarding Bill C-26

Josh Tabish and Sabrina Wilkinson withdrew from the meeting.

7.2 AGM Debrief

The Chair provided a brief overview of the 2023 AGM and noted that feedback received from attendees regarding the new format of the meeting was generally positive. It was confirmed that staff would work to incorporate further improvements for the 2024 AGM.

7.3 Returning Officer’s Report

The Board was provided the Returning Officer’s Report. No discussion ensued on this topic.

7.4 Appointment of Returning Officer

The Board was advised that Thomas Kriens had agreed to serve as the 2024 Returning Officer.

IT WAS MOVED by Matthew Gamble and SECONDED by Anne Butler that Thomas Kriens be appointed as the Returning Officer for the 2024 Election and that the 2024 Returning Officer’s remuneration by set at $350 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.
Motion passed unanimously.

The Board was further advised that the current Assistant Returning Officer was not able to continue in that role, and that staff would return with a recommendation for a replacement.

7.5 Action Item Register

An item was added to the register.

7.6 Board Work Plan

The Chair outlined the benefits of each board meeting including a board presentation on a strategic topic. The Board discussed topics of interest for the upcoming year.

7.7 Next Meeting: February 27 & 28, 2024

CIRA staff withdrew from the meeting.

8. In-camera
The Board held an in-camera session.

9. Conclusion of Meeting

IT WAS MOVED by Samantha Ventresca and SECONDED by Eric Hill that the meeting of the Board of directors be concluded.
Motion passed unanimously.

The Chair concluded the meeting at 1:27pm ET.