September 25, 2024 – AGM Minutes

MINUTES of the Annual General Meeting (“AGM”) of the Members of the Canadian Internet Registration Authority (“CIRA”) held virtually on September 25, 2024 at 1:15 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 AGM had been duly given to all voting members of CIRA. With 233 voting Members present, quorum was confirmed and the meeting proceeded as duly constituted for the transaction of business. There being no objections or changes, the agenda of the meeting posted on CIRA’s AGM website on August 22, 2024 was approved.

2) Verification of the 2023 Annual General Meeting minutes:

There being no proposed amendments to the minutes of the Annual General Meeting held September 27, 2023, the Chair noted that these minutes as presented at the AGM stood as approved.

3) Summary of the Financial Statements for fiscal year ending March 31, 2024

The Chair noted that prior to the meeting, CIRA and its auditor had received over 40 questions relating to the financial statements from a single member. She noted that those questions relating to the duties of the auditor would be answered by Bryden McMaster from Welch LLP during the motion relating to the reappointment of the auditors. Following the presentation of the highlights of the financial statements, the floor would be opened for general questions on the financial statements

The Chair then introduced Colleen Arnold, the Chair of the Board’s Finance, Audit, Investment and Risk Management Committee (“FAIR”). Ms. Arnold presented the financial statements for the fiscal year ended March 31, 2024 and a copy of the Auditor’s Report thereon.

The financial statements can be viewed on CIRA’s website HERE.

Questions and comments from Members related to this item can be found HERE.

4) Appointment of auditors (public accountant)

The Chair then invited Bryden McMaster from Welch LLP to respond to questions received from a member in advance of the meeting relating to the duties of the auditor.

The responses from the auditor (public accountant) can be found HERE.

IT WAS MOVED BY Mark Kahnt and SECONDED BY Kevin Blumberg, that Welch LLP be re-appointed as Auditors of CIRA, to hold office until the close of 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.

Questions from Members related to this item can be found HERE.

Comments from Members related to this item can be found HERE.

The Chair called for a vote on the motion at hand.
(Votes for: 159, votes against: 9, abstentions: 5).

The Chair declared the motion carried.

5) Member Proposals

The Chair noted that three (3) Member Proposals were submitted by member Alex Beraskow, and all three proposals together with CIRA’s responses were made available on CIRA’s AGM website on August 22, 2024.

The Chair introduced Anne Butler, a fellow Director, to provide CIRA’s response to each of the Member motions. CIRA’s Board recommends that members vote against each of the proposals.

5.1) Member Proposal #1 of 3

Member Proposal #1 of 3 by Alex Beraskow of Ottawa, Ontario, including his written supporting statement:

“When CIRA was created in 1998, as a Not For Profit corporation (NFP), it was “to preserve the ‘.ca’ domain as a Canadian resource operated and managed by Canadians for Canadians”. A condition of licence is that CIRA “administer its use as long as it operates in an open and transparent manner that ensures wide public access to all relevant information, following fair and sound business practices. “

The nomination system, consisting of 2 slates – Nomination and Member – needs an overhaul as it is open to manipulation. NFP governance, depends on members who have rights like that of shareholders in for profit corporations. They elect a Board to be their “agent” and provide oversight (supervision) over all material matters. Getting the right board members is critical. They must be competent in governance and business, and as important, independent of any management (overt or covert) influence.

The Canada Not for profit Corporations Act (CNCA) is clear. Only members can vote for members of the board. Moreover, you can only be on the Board if elected by members.

Currently, the Board, with the CEO in attendance, selects members of the Nomination Committee who may or not have governance and business experience. That Committee then proposes the best candidates they deem fit for the Nomination slate. The bylaws allow for a minimum and a maximum number of candidates to be proposed. That Committee has never selected a maximum (not sure why not!). The Board also selects a Returning Officer, who must be independent of management, to monitor the election process. Deviations are first reported to the CEO by the Returning Officer.

This allows the Nomination Committee to in effect not select competent and qualified members for election which is contrary to the CNCA. This deselection process can be covert or overt.

Nominations Committee must be independent of any influence: from CIRA management and also from any board incumbents running for re-election.”

Motion #1

BE IT RESOLVED THAT CIRA must overhaul its nomination and election process adhering to the following principles in time for the 2025 nomination and election cycle.

All members of the Nomination Committee must be CIRA members.
Candidates for the Nomination Committee must be competent in board governance as well as business to then select candidates for election that are competent in governance and management.
The Nomination Committee should be independent of CIRA management and the Board.
The Nomination Committee should review all candidates diligently and propose all that qualify for the election process, allowing members to elect whom they deem fit.
The Returning Officer must review the election cycle as well as all proceeding steps, reporting to the board, free from influence (real or perceived influence) from CIRA management as well as board members, and be accountable to CIRA members. That review should be rigorous and much more than perfunctory.
The Returning Officer must review the voters list and monitor those who voted.
All board members must be members of CIRA throughout their term.”

The statement by the Proposing Member at the meeting can be found HERE.

On behalf of the Board, Anne Butler, Member of the CIRA Board of Directors, provided CIRA’s response to these motions.

“This proposal suggests that CIRA’s nomination and election process must be overhauled. In fact, CIRA’s current nomination and election process already adheres to the principles proposed by the member, as set out in the Board’s response on CIRA’s website.

The nomination committee is independent of CIRA management and the Board. There are no members of CIRA management or members of the Board on the nomination committee.
Candidates selected by the nomination committee must have corporate and organizational governance experience, provide necessary professional expertise, and be consistent with the diverse makeup of the Canadian population, as required under CIRA’s Policy on Nominations and Elections.
The independent Returning Officer carefully reviews the election and all proceeding steps, and reports to the Board, free from influence from CIRA management and directors. This review is rigorous and not merely perfunctory and documents the number of ballots cast, the number of votes received by each candidate, any issues raised, and any recommendations for improvement. This is all reflected in the Returning Officer’s report, which is published every year on CIRA’s website.

The Proposing Member’s statement relating to this Proposal contains inaccuracies and unfounded allegations. For example, the Proposing Member alleges that the nomination process is “open to manipulation” but has provided no concrete examples of how and why this is the case.

For all these reasons, we recommend that members vote against this motion.”

The Motion was MOVED by Alex Beraskow and SECONDED by Don Thompson.

Questions from Members related to this item can be found HERE.

Comments from Members related to this item can be found HERE.

The Chair called for a vote on the motion at hand.
(Votes for: 19, votes against: 130, abstentions: 28).

The Chair declared the member proposal motion defeated.

5.2) Member Proposal #2 of 3

Member Proposal #2 of 3 by Alex Beraskow of Ottawa, Ontario, including his written supporting statement:

The Canada Not For Profit Act (CNCA) promotes accountability, transparency and good corporate governance for the not-for-profit sector. It fosters greater public trust and confidence in the not-for- profit sector.

CIRA understands that as a member-based organisation it must keep accurate records. Canadians who own a “.ca” domain name (registrants) can become members at no cost, to then participate fully, including voting in elections and receiving correspondence from CIRA and other fellow members (restricted to CIRA affairs).

This year, upon receiving a register of members in spreadsheet form, I ran the list through a service to authenticate the email addresses. That service reported that only about 60% of email addresses were valid, some invalid, some indeterminate. Moreover, there were over 200 members who gave addresses from outside Canada and some not at all. We have no way of knowing if all members in the registered still met the conditions of membership including being a registrant of a “.ca” domain name. The integrity of the electors list is of paramount importance.

Nor do we know who voted and if they were eligible to vote.

In previous years, CIRA provided that register to members as a locked down PDF, one that was not even printable or searchable, contrary to law. Then last year CIRA imposed a $500 fee for access to that list, even though it takes less than 1 minute to download as a spreadsheet. No other NFP corporation, and there are 170,000 in Canada, has a similar charge. A basic principle of corporate governance and law is that members be allowed to communicate with each other (for affairs of the corporation).

The integrity of that register of members is important for election purposes as well as to instill public confidence and trust in CIRA and to meet the conditions imposed by Canada.

Motion #2

CIRA must be vigilant in managing the register of members, that it is valid and current. CIRA must authenticate that register at least quarterly. The Returning Officer must provide assurance that it has been done prior to elections, that all members are eligible to vote.

The Returning Officer must monitor and report on any unusual activity before and after an election (for example numerous password resets possibly of dormant accounts).

CIRA must provide that register in spreadsheet form as required by the CNCA to CIRA members when requested and at a “reasonable cost” and certainly not $500.

CIRA must inform each member, upon joining that some information must be shared by law among fellow members leaving the alternative to not join.”

The statement by the Proposing Member at the meeting can be found HERE.

On behalf of the Board, Anne Butler, Member of the CIRA Board of Directors, provided CIRA’s response to these motions.

“This proposal suggests various practices pertaining to the management of the register of members and the conduct of CIRA’s election. Again, this ignores the fact that these practices are currently implemented by CIRA, as set out in the Board’s response on CIRA’s website.

CIRA regularly asks members to update their contact information in their profile in member newsletters and regular communications. CIRA’s website also includes the requirement for members to ensure that their contact information is current.
CIRA informs each member upon joining that their information may be shared with other members.
CIRA’s election process, and the software used to manage the election, is robust and verified by the Returning Officer. At the start of the election, links to the election ballot are only sent to eligible members, who must use their CIRA member username and password to access the ballot. During the election, the Returning Officer carefully monitors and reports on any unusual activity before and after the election.

The Proposing Member takes issue with the $500 fee for making a request for the CIRA membership list. This fee is permissible under the Canada Not-for-profit Corporations Act, and recognizes the significant degree of time and effort spent by a CIRA staff member in preparing the membership list. All such fees are donated to the United Way.

The Proposing Member also notes that the membership list includes 200 members with addresses outside Canada and alleges that this puts into question whether these members met the conditions of membership for being a registrant of a .CA domain name. In fact, a Canadian citizen living outside Canada would meet CIRA’s Canadian Presence Requirements and would be eligible to register a .CA domain name. These 200 members represent approximately 1.5% of CIRA’s total membership base of approximately 14,000 members.

For all these reasons, we recommend that members vote against this motion.”

The Motion was MOVED by Alex Beraskow and SECONDED by Don Thompson.

Questions from Members related to this item can be found HERE.

Comments from Members related to this item can be found HERE.

The Chair called for a vote on the motion at hand.
(Votes for: 23, votes against: 148, abstentions: 16.

The Chair declared the member proposal motion defeated.

5.3) Member Proposal #3 of 3

Member Proposal #3 of 3 by Alex Beraskow of Ottawa, Ontario, including his written supporting statement:

NFP corporations have members and not shareholders; members’ rights are generally the same as rights given to shareholders under the Canada Business Corporations Act. The Canada Not for profit Act (CNCA) promotes accountability, transparency and good corporate governance for the not-for-profit sector. It fosters greater public trust and confidence in the not-for-profit sector.

CIRA understands that it is a member based not for profit organisation best known for managing Canada’s “.ca” top-level domain. CIRA states its mission is to build a trusted internet for all Canadians. While puffery, CIRA cannot build an internet, no more than any corporation can. CIRA can promote sound practices including access through the domain. As such it must also be a model of good corporate governance, if it is to be trusted to work on behalf of the more than a million Canadians who own such domain names.

An essential part of good governance, given the role of members, is to promote member participation, and also of sound governance. A best practice is to promote member activism, especially at Annual General Meetings (AGMs). Members should be encouraged and not stifled or muzzled to develop proposals to improve operations and governance, all in the public interest. Members should not be patronised by dismissing such proposals, deferring only to the board. Members are the moral “owners” of CIRA and should be allowed and encouraged to voice concerns.

CIRA has discouraged such “shareholder activism” and even disparaged any member who has done that. It has not requested such input nor published how members can make those proposals at an AGM. Shareholder activism is a well-established practice in for profit corporations and is embraced in capital markets.

CIRA currently operates in secrecy and is opaque in its management including executive compensation.

Motion #3

CIRA must, as a policy embrace full member participation and activism. It should encourage it and not discourage it, neither covertly nor overtly.
CIRA must publish information on the process of submitting proposals, including the address and template, as well as filing dates.
CIRA must develop a formal process so that all members concerns can be heard and addressed, allowing members to make informed decisions and publish it.
To be accountable and transparent, CIRA must answer questions posed by members, especially if given well in advance of the AGM in writing.
CIRA must name anyone who owns more than 250 “ca” domain names.
CIRA must disclose annually how many “.ca” domain names are used and how many are inactive.”

The statement by the Proposing Member at the meeting can be found HERE.

On behalf of the Board, Anne Butler, Member of the CIRA Board of Directors, provided CIRA’s response to these motions.

“This proposal asks that CIRA encourage “member activism” and proposes that personal and confidential information pertaining to the registration of domain names should be made public.

CIRA members play a critical role in CIRA’s governance, and CIRA fosters member participation in the following ways:

CIRA members elect all directors.
All qualified members may stand for election to be a director of CIRA in the members’ slate.
CIRA regularly holds in-person member meetings across Canada to engage with members.
CIRA sends quarterly newsletters to all of its members providing information on developments within the organization.

The “member activism” as construed by the Proposing Member takes the form of member proposals at an AGM. However, this is simply one form of member participation.

The Proposing Member proposes that all questions posed by members must be answered, especially if given well in advance of the AGM. In recent years, the Proposing Member has submitted numerous questions to CIRA staff prior to the AGM. CIRA has approximately 14,000 members and aims to be fair and balanced in responding to members. Many of the questions submitted by the Proposing Member relate to issues directly relevant to his litigation against CIRA, and he has added as evidence in his litigation some of his email communications with CIRA staff.

The Proposing Member also proposes that CIRA must name anyone who owns more than 250 “.ca” domain names, and must disclose annually how many “.ca” domain names are used and how many are inactive. CIRA does not agree with this proposal as this information constitutes the personal and confidential information of our registrants, and because registrants are permitted to have many .CA domain names and for their domain names to be inactive.

For all these reasons, we recommend that members vote against this motion.”

The Motion was MOVED by Alex Beraskow and SECONDED by Don Thompson.

Questions from Members related to this item can be found HERE.

Comments from Members related to this item can be found HERE.

The Chair called for a vote on the motion at hand.
(Votes for: 24, votes against:153, abstentions: 15).

The Chair declared the member proposal motion defeated.

6) Adjournment

It was MOVED by Paul Desjardins and SECONDED by Bill Sandiford, that the meeting be concluded.

The Chair called for a vote on the motion at hand.
(Votes for: 172, votes against:4, abstentions: 4).

The Chair declared the motion carried.

The Annual General Meeting of Members and the meeting was concluded at 3:00pm ET.