Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held virtually
July 23, 2025
Attendance:
Board of Directors: Jill Kowalchuk (Chair), Gwen Beauchemin (Vice-Chair), Anne Butler, Colleen Arnold, Hélène Deschamps Marquis, John Demco, Matthew Gamble, David Mackey, Crystal Nett, Rob Villeneuve, Michael Zahra
Board Advisor: Byron Holland
Corporate Secretary: Brigitte LeBlanc-Lapointe
Regrets: Graeme Bunton
Guests: Jon Ferguson, Jane Fulford, Deanna Young
1) Call to Order & Approval of Agenda
The meeting was called to order by the Chair at 10:02am ET on July 23, 2025.
IT WAS MOVED by Gwen Beauchemin and SECONDED by David Mackey that the agenda be approved.
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)
B. Holland, J. Fulford, and D. Young withdrew from the meeting.
The Board held an in-camera session.
B. Holland, J. Fulford, and D. Young rejoined the meeting.
3) Approval of Minutes
Minutes of the meeting of the Board held on June 26, 2025 were provided to the Board for their review and approval.
IT WAS MOVED by Colleen Arnold and SECONDED by Michael Zahra that the minutes of the Board meeting held on June 26, 2025 be approved as presented.
Motion passed unanimously.
4) In-camera session
J. Ferguson joined the meeting.
The Board held an in-camera session.
R. Villeneuve and M. Gamble joined the meeting.
J. Ferguson withdrew from the meeting.
5) Approval of Audited Financial Statements
The Chair of the Finance, Audit, Investment and Risk Management Committee (FAIR) advised the Board that FAIR reviewed CIRA’s audited financial statements in respect of the year ended March 31, 2025 with the auditor on July 8, 2025. The FAIR Chair described CIRA’s incorporation of two new Canadian corporations: 15458251 Canada Corporation (“Canada Holdco”), a wholly-owned, profit-oriented subsidiary of CIRA, and 15877911 Canada Limited (“Fury Canada”), an entity that is part of a joint arrangement with SIDN Group and that is 50% owned by Canada Holdco. The FAIR Chair also described the impact in the financial statements of the transfer by CIRA of the rights, title and interest in the Fury IP Registration Platform (“Fury IP”) to Fury Canada, and reviewed the related notes 6 and 7 in the financial statements.
The Committee was satisfied with the auditor’s report and noted that this was a clean audit with no misstatements that needed to be corrected. It was recommended the Board approve the audited financial statements for the year ended March 31, 2025 (FY25).
The FAIR Chair and Management presented the audited financial statements for FY25, highlighting items that were significant or where there had been significant change, as well as the notes to the financial statements. In response to questions from the Board, the FAIR Chair and Management confirmed:
- Expenses related to the office move would be reflected in FY26 financial statements.
- Intangible assets increase includes Fury IP, and restricted investments increase includes funds received in connection with the Fury IP transfer.
- Deferred revenue is lower than FY24, primarily due to:
- a large prepayment in FY24 (for a 24-month period), which has now been recognized, and
- all new domains in FY25 being recognized at the new price of $10.50, compared to partial-year increased pricing in FY24.
- There were no items outside of the traditional scope of the audit that required attention.
IT WAS MOVED by Michael Zahra and SECONDED by Gwen Beauchemin that, on the recommendation of the Finance, Audit, Investment and Risk Management Committee:
a) Subject to the receipt of the final audit opinion and signed management representation letter, the audited financial statements of CIRA for the fiscal year ended March 31, 2025 (the “2025 Financial Statements”) be approved as presented;
b) The 2025 Financial Statements be presented to the members of CIRA at the next Annual General Meeting; and
c) Any two Directors be authorized to sign the 2025 Financial Statements on behalf of the Board of Directors to signify its approval thereof.
Motion passed unanimously.
6) Recommendation of Auditors
IT WAS MOVED by Hélène Deschamps Marquis and SECONDED by Crystal Nett that the Board of Directors approve the re-appointment of Welch LLP as CIRA’s auditors and that a motion be presented at the next Annual General Meeting for approval by the Members in respect thereof.
Motion passed unanimously.
7) Other Business
7.1) Board Work Plan
The Board Work Plan was received.
7.2) Board Action Register
The Board Action Register was received.
7.3) Next meeting
It was confirmed that no further meetings were scheduled for the remainder of the Board cycle.
8) In-Camera Session (Directors only)
B. Holland, J. Fulford, and D. Young withdrew from the meeting.
The Board held an in-camera session.
9) Conclusion of Meeting
IT WAS MOVED by Anne Butler and SECONDED by Hélène Deschamps Marquis that the meeting of the Board be concluded.
Motion passed unanimously.
The Chair concluded the meeting at 11:15am ET.
