Minutes of a Meeting of the Board of Directors of the
Canadian Internet Registration Authority (CIRA)
Held at CIRA Offices (319, McRae Ave., Ottawa, ON)
October 15, 2025
Attendance:
Board of Directors: Jill Kowalchuk (Outgoing Chair), Gwen Beauchemin (Outgoing Vice-Chair, virtual), Anne Butler, Colleen Arnold, Graeme Bunton, Hélène Deschamps Marquis, Janice Diner, Matthew Gamble, David Mackey, Crystal Nett, Darcy Smith, Rob Villeneuve
Board Advisors: Byron Holland, John Demco
Corporate Secretary: Brigitte LeBlanc-Lapointe
Regrets: None.
Guests: Sanita Alias, Adam Eisner, Jon Ferguson, Jane Fulford, Charles Noir, Devin Somppi, Paula Panetta, Deanna Young.
1. Call to Order & Approval of Agenda
The meeting was called to order by the Chair at 8:52am ET on October 15, 2025.
IT WAS MOVED by Matthew Gamble and SECONDED by Colleen Arnold that the agenda be approved.
Motion carried unanimously.
1.2 Conflict of Interest Disclosure
This being the first meeting following board elections, the Corporate Secretary provided an overview of conflicts of interest are addressed in the Directors’ Code of Conduct and Policy on Conflicts of Interest and Financial Associations, as well as statutory obligations under the Canada Not-for-profit Corporations Act. She then explained the process the CIRA Board has adopted for disclosing same and invited directors to declare any conflicts of interest.
There were no conflicts of interest declared in relation to the meeting items.
2. In-Camera Session (Directors only)
B. Holland, S. Alias, A. Eisner, J. Ferguson, J. Fulford,
C. Noir, D. Somppi, P. Panetta and D. Young withdrew from the meeting.
G. Beauchemin joined the meeting.
The Board held an in-camera session.
B. Holland, S. Alias, A. Eisner, J. Ferguson, J. Fulford,
C. Noir, D. Somppi, P. Panetta and D. Young rejoined the meeting.
3. Outgoing Chair’s Remarks
The Outgoing Chair reflected on the evolution of CIRA and the Board over the past four years. She expressed her confidence in the incoming Chair’s leadership and her commitment to supporting them as they guide CIRA in the next phase of its development.
H. Deschamps Marquis joined the meeting.
4. President & CEO’s Remarks
The President and CEO recognized the outgoing Chair and thanked her for her continued commitment to CIRA’s success. He also noted that despite evolving shifts in the geopolitical environment, CIRA remains in a very strong position financially, technically, and reputationally.
5. Appointment of Officers
5.1 Appointment of Board Chair
The outgoing 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 Anne Butler and SECONDED by Colleen Arnold that the Board of Directors appoint Rob Villeneuve 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 carried unanimously
(with R. Villeneuve abstaining)
5.2 Appointment of Board Vice-Chair
The new 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 Matthew Gamble and SECONDED by Rob Villeneuve that the Board of Directors appoint Anne Butler 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 the successor is appointed, or until earlier resignation or removal.
Motion carried unanimously
(with A. Butler abstaining)
5.3 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 Hélène Deschamps Marquis that, on the recommendation of the Governance Committee, the Board of Directors appoint Brigitte LeBlanc-Lapointe as CIRA’s Corporate Secretary 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 earlier resignation or removal.
Motion carried unanimously.
6. Consent Agenda
IT WAS MOVED by Crystal Nett and SECONDED by David Mackey that item 6.1 of the consent agenda be approved as presented and that the remaining items be received with the exception of the Risk Report, which was removed from the consent agenda for discussion.
Motion carried unanimously
(with G. Bunton, J. Diner and D. Smith abstaining
in respect of approving item 6.1)
Risk Report (removed from consent agenda for discussion).
The Chief Operating Officer (COO) presented the FY26 Q1 Risk Report and highlighted the implementation of updated risk assessment scales. In response to questions from the Board, it was clarified that future quarterly risk reports would continue to highlight high and severe risks, and will provide the same level of detail as that included in the prior format of the risk report. Further, the report will include an overview of all strategic risks.
7. Management Report
7.1 FY26 Q1 Management Report
The Board was presented with a redesigned KPI dashboard to provide the Board with a clear view into how the organization is tracking against strategic and operational objectives.
Discussion ensued regarding the FY26 Q1 Management Report in general, and in response to a question from the Board it was confirmed that the current trends presented in the Q1 report remain consistent at the time of the meeting.
The Board discussed the challenges of managing towards financial and strategic targets in a dynamic environment and acknowledged that plans and budgets often require adjustment as conditions evolve.
H. Deschamps Marquis withdrew from the meeting
8. In-Camera Session
The Board held an in-camera session with management present.
H. Deschamps Marquis rejoined the meeting
G. Beauchemin withdrew from the meeting.
11. Other Business
11.1 Letter to Board from Member
The Board received correspondence from a 2025 Board candidate in respect of the membership list and privacy matters, after discussion it was referred to the Governance Committee for consideration, alongside ordinary course input from the Nomination Committee, Returning Officer and legal counsel.
11.2 Corporate Calendar
The Corporate calendar was received and reviewed.
11.3 Board Work Plan
The Board work plan was received and reviewed.
11.4 Action Item Register
The Action Item Register was received and reviewed.
H. Deschamps Marquis withdrew from the meeting.
11.5 Next Meeting
It was noted that the next meeting would be scheduled in due course.
12. In-Camera Session
A. Eisner, J. Ferguson, J. Fulford, C. Noir, D. Somppi,
P. Panetta and D. Young withdrew from the meeting.
The Board held an in-camera session with certain members of management present.
C. Nett withdrew from the meeting.
B. Holland and S. Alias withdrew from the meeting.
13. In-Camera Session (Directors only)
The Board held an in-camera session.
14. Conclusion of Meeting
IT WAS MOVED by Jill Kowalchuk and SECONDED by Matthew Gamble that the meeting of the Board be concluded.
Motion carried unanimously.
The Chair concluded the meeting at 2:26 ET.
