2006 SMM Minutes
MINUTES of the Special Members’ Meeting of the Canadian Internet Registration Authority held at the Royal York Hotel, Toronto on February 1, 2006 at 5:30 p.m.
1. Call to Order and Approval of the Agenda: Clyde Beattie, the Chair of CIRA, called the meeting to order at 5:45 p.m. and acted as Chair of the meeting, and John Demco, Secretary of CIRA, acted as Secretary of the meeting.
The Chair declared that notice of this meeting had been duly given on December 20, 2005 to all CIRA members in good standing in accordance with CIRA’s By-law No. 1, that there was a quorum present and that the meeting was duly constituted for the transaction of business.
(Moved: Prashant Juttukonda, seconded: Bernard Becker)
2. Presentation of Amendments to By-Law No. 1 and Letters Patent: Bernard Turcotte, CIRA’s President and CEO, reported on the key revisions proposed to CIRA’s By-Law and Letters Patent.
3. Questions from Members
Members were invited to ask questions with respect to clarification on the presentation of the amendments to the By-Law No. 1 and the Letters Patents by Bernard Turcotte.
Question: Glenn Turcott of everyplug.ca
I'd just like to know if there will be some sort of listing of the scope of the activities that were referred to, the additional Internet related activities that were spoken of and that we're voting on. Is there some sort of a listing of the scope of those?
Answer: Bernard Turcotte
That's a very good question, thank you. I think as we have proven, any time there is a major issue at CIRA we run a public consultation, we take this very seriously. What we're asking for here is really for the membership to give the Board the right to consider some of these issues - these are busy people who are giving their time; there is no point in thinking about doing some of these other issues unless there is a general feeling that we should think about them. Once some of these issues are identified, I think it will be a major step for CIRA and if it is, I do not see why we would not follow our rules that we have for everything else and run public consultations to see if they make sense for the membership.
Question: Glenn Turcott of everyplug.ca
What I was trying to get at is the vote basically agreeing to whatever the Board decides to do to be done. I'm just trying to get an idea of what these activities involve.
Answer: Bernard Turcotte
They're Internet-related; some of the things we've been asked to consider in the past is the cybertip line, which has been backed by the Government of Canada, there's been some anti-spam work that we've participated in but not funded because our mandate doesn't allow it. Those are the kinds of things; it's not anything out of the world - all we're doing is removing the word registration. It has to be in the world of Internet and it has to be of value to the community and the community will be consulted.
Question: Robert Preston
Page 18 we have a typo error "any elected Director will waive her right" and the last line of that paragraph "the chariy of her choice"...someone left out the T.
Question: Robert Guerra, privaterra.ca
I have 2 questions, one of which is following up on the first question that was asked with regards to expanding the letters patent to have CIRA be allowed to engage in Internet-related activities. Having been involved myself in many Internet related activities over the last 4 years with regard to the World Summit on the Information Society I think one has to be careful with regard to the scope and breadth that you might be proposing here. So I'm just curious is CIRA proposing to have a mechanism to which not only the Board but also the membership can agree on which the Internet-related activities are and 2, seeing that there are organizations in Canada that already exist in this space, whether CIRA might be able to not necessarily compete with those organizations but also financially support them or collaborate with them in some way as well.
Question number 2, I'm struck with this audience when you're talking about diversity. I think if I'm not mistaken we're not really too diverse as we are right now. The diversity of Canada isn't that reflected in the audience nor in the Board so I'm just curious as to what proactive measures the Board may have when it talks about diversity to have a much more diverse crowd.
Answer: Bernard Turcotte
Quick two answers – to answer the first question I think we have said that this has make sense to everyone and we will consult the membership, we continually run public consultations, we have a track record, this is not pie in the sky, so that I'm not worried about.
Your second question, as far as what you're proposing on diversity, that's the whole point of the Nomination Committee. I mean basically we've been running elections for 5 years and if you look at the total of the elected Directors that have run CIRA and have done a wonderful job, people put in a good effort, but eighty percent of them are from Ontario. It's just the way it has worked out when you leave this under our current system because we don't have geographic-based elections like Elections Canada, so I think the point is to ensure all the variety of diversities, to find the right mixture that we need to have a good representation to manage this resource for all Canadians, the answer we've come up with is the Nomination Committee, which is tasked with the very big job of ensuring this.
Question: Catherine Johnson, iscan.ca
Unfortunately it may be a long question, it has to do with the requirement to provide government-issue I.D. I'm in agreement with doing this, but I'm concerned with operationally how you're going to do this. First I presented a photo I.D. tonight, but I've seen fakes that are just as good as what I presented. How would you know if is a legitimate piece of I.D. How will it be given to you if it has to be transmitted to you, how are you going to store and protect that information? Do you have a privacy officer?
Answer: Bernard Turcotte
Very good points, we haven't said that we've worked out everything. We do run identification schemes currently for some of our domain things. We don't take DNA samples yet and yes, we do have a privacy officer.
Question: Lloyd Lindsay, lloydlindsay.ca
It may be very convenient for the Board of Directors to have a 3-year term, but I've dealt with not-for-profit organizations in the past and a 3-year term for the member side of it could be a total disaster and that is unfortunate. There is a way to get around it other than having elections every year and that is to stagger the Board where they have different anniversary dates.
Answer: Bernard Turcotte
That's exactly what we have now, sir.
Question: Lloyd Lindsay, lloydlindsay.ca
I know, and that's better than what you're proposing.
Answer: Bernard Turcotte
And we're proposing to continue with that.
Question: Lloyd Lindsay, lloydlindsay.ca
Then I stand to be corrected sir.
Question: Tony Jennings, interalign.ca
Let me start by saying that I support the By-law changes, but there are a couple of things. Some of the things that were presented here and in materials ahead of time as I read it are in the realm of policy and they're not enshrined in the By-laws that we're going to be asked to vote on. I support giving the Board that flexibility, but can we get your assurance that the policies will be available on the web site or otherwise and that if there are policy changes that the members will be given a chance for input on those kinds of things, on things like the Nomination Committee nominating 50 percent more than the candidates.
Answer: Clyde Beattie
Really your point is a good one and it should be part of the discussion on the motion itself. We'll keep that in mind for that discussion period. These questions should be on the information that Bernie provided in the presentation.
Question: Mychol Scully, coredesign.ca
In taking the tone of the room prior to coming in tonight to do business, there was a number of people that I spoke to who expressed concern that the presented amendment offered no explicit checks and balances on the nature of the activities that might be engaged in and I've heard multiple reassurances that there will be consultations, that the membership's position on any particular question will be assessed, but there's nothing in the amendment that offers explicit assurance. Before the membership votes a blank cheque to the Board of Directors, I think we need to have some checks and balances in place. There is a lack of hard information in the package we've received.
Answer: Clyde Beattie
Thank you very much.
Question: Kenneth Brown, shadowplay.ca
With regards to the presentation and the changes in letters patent, there was a lot of information on how you're restructuring the Board to make it more diverse, more representative of the people of this great country. What I fail to see if any information whatsoever in your presentation, any great detailed information as to what exactly those changes will open your corporation up to, whether you're going to be competing directly with me, if you're going to start presenting web sites for the price of nothing, if I'm passing you my client list and are you taking my business away from me?
Answer: Bernard Turcotte
No. And I think that's the point that we have been making. Sir, I agree with you.
Question: David McIntosh, davidmcintosh.ca
Let me start by saying that I support the amendments to the By-law, but I have some concerns about the amendments to the letters patent. In particular, while you've given us some reassurances about what controls current Directors will provide over this blank cheque that is being given, have you considered the long-term future. I hope that you realize the critical, critical nature now of the Internet to many freedoms, freedom of speech, freedom of democracy, many of these sorts of things and By-laws, laws and the institutions they support have a habit of far outliving those who create them and this change in letters patent is written in black and white with no checks and balances and nothing in writing. For right now, with a good Board of Directors, that's fine, but 50 or 100 years from now when it's not inconceivable that a government can be a very extremist government and use such a blank cheque to do things that we don't want done, so have you considered the future?
Answer: Clyde Beattie
Thank you very much. We'll take that as a statement and not a question.
Question: Jeff Rybak, jeffrybak.ca
I have no reason to object to anything CIRA is doing at the moment. I frankly didn't know enough, I showed up as an interested member, but I do have some experience in member-driven, not-for-profit corporate structure and I sense there are many people who do have concerns and sound better informed than I am. My concern relates to how we institutionalize the possibility of member-driven reform. Now I've looked at this Board structure, and to put it quite honestly you're creating a system where your Board will be dominated by a 75 percent Board-driven nomination process, the Board nominates the Nomination Committee, the nomination in turn sets in a 75 percent majority of the Board, which then in turn puts in the next Nomination Committee. Now I would like to clarify, I really do have no reason to assume that this Board is currently at odds with its membership. There's some discussion here, but that's not a full-on member-driven revolt necessarily, but should there at any stage in the future be the need for member-driven reform, that possibility no longer exists, frankly you may have a 75 percent Board-driven majority and three irrelevant, member-voted Directors in the future and I simply don't know what I would ever do as a member if I ever wanted to recover control over this organization.
Answer: Clyde Beattie
Thank you very much.
Question: Sherry Myrow, gamerwidow.ca
Are you guys not going to respond?
Answer: Clyde Beattie
I didn't hear a question. It's a discussion about a motion that hasn't been made yet.
Question: Sherry Myrow, gamerwidow.ca
My question is to do with the photo I.D. part of the process. I'm not clear on what this requirement really is. Do people have to photocopy their licence and fax it into you guys? I don't understand what this means.
Answer: Bernard Turcotte
Your question is what are the mechanics of the I.D. We haven't completed those. We currently use some of those processes in other areas of our business and yes it has been either a photocopy of any government-issue I.D. with a photo or we have also instituted a process whereby it can be a declaration that can be signed by some official people, like for a passport application.
Question: Sherry Myrow, gamerwidow.ca
O.K., so then that means that if I for example wasn't here today in one year, I couldn't register a dot-ca, the process would be slowed down?
Answer: Bernard Turcotte
We're talking about membership, we're not talking about registering domains.
Question: Sherry Myrow, gamerwidow.ca
Don't you become a member when you register a dot-ca?
Answer: Bernard Turcotte
No, you have a choice to become a member when you register a dot-ca, but you do not have to be and you can change that status at any time.
Question: Lendyl D'Souza, scsu.ca
In regard to remuneration and expenses, just reading over the By-law it states that the remuneration will be reviewed and therefore in principle acted upon for next year. Has the Board or whatever committee there is looked at actually having a remuneration policy because right now it's haphazardly right throughout the By-law, perhaps it would be clearer for your members if you had an actual policy governing and then the members can actually set what that remuneration is as opposed to going to an outside organization to set the amount and putting money towards that organization when you have members here who are more knowledgeable or can sit on a committee to actually review the remuneration.
Answer: Bernard Turcotte
We have not and I think it's an interesting comment. We want to get outside source opinions and we've noted a consultant, but if there some recommendations that make sense I don't think anyone objects.
Question: James Koza, deethwilliamswall.ca
How are you going to confirm that an organization is a member and satisfies the Canadian requirements? Are you going to ask for articles of incorporation or have you thought about it? You specifically mentioned that organizations can be members, but how are you going to confirm?
Answer: Bernard Turcotte
There is a variety of ways that we use currently because we do check because we have Canadian presence requirements for registrations currently, what we're talking about in the case of non-individuals is applying the same test.
4. Vote by Members
Motion to amend the By-Law:
Be it resolved that the restated and amended By-Law No. 1 of CIRA, in the form presented to this meeting, be hereby enacted as a By-law of the Corporation.
Moved: Daniel Ponech
Seconded: Robin Macrae
Question: Jeff Rybak, jeffrybak.ca
I would like to clarify that I certainly didn't come here to cause trouble or to make problems. I was in fact like many people here probably enticed by the USB key and the interest in participating. I have for three years served as a voting Director on a not-for-profit corporation, in fact my student union, which has a 4.3 million dollar annual budget and is not inconsiderable. We are very concerned with exactly this principle, which is the possibility of member-driven reform. I like to think that we do a responsible job as a Board of Directors also and unfortunately some of our members inevitably disagree and I feel it's important to be able to look them in the eyes and say, 'If you disagree, you can take this union back'. Frankly, given this proposed change, I don't know how if I disagreed, I could take this organization back. I truly do not know. Imagine a hypothetical example where the nine Directors in any given year that were chosen by the Nomination Committee were in fact not benevolent dictators, to use an analogy that we often use with democracy, that we elected a serial dictatorship. They then in turn place a Nomination Committee in place and I'm sure that Nomination Committee can find 50 percent extra members to propose who would not be benevolent dictators and we would have a serially reproducing structure that members cannot influence. I really am concerned about this kind of change and I suppose that I will have to speak against the motion.
Answer: Michael Geist
It's obvious people have raised some of the same questions over and over so I must admit I'm feeling frustrated that we're not responding, so I would like to respond. I have been on the Board five years and I take this issue enormously seriously, as you heard I sit now as the Internet user representative, so I come at this from a public interest perspective. I have to say that if you think that the risk of - essentially - capture is created by these changes, I would suggest that these changes are actually motivated by concerns that the risk of capture exists today, in fact the risk of capture exists stronger today than it does with the reform, which is why these reforms are being put forward. The two key backgrounds from my perspective in terms of how this organization was initially created was 1, ensuring that there were stakeholder voices for all and the way that was attempted to be achieved was by having these three nominated seats, the Internet user seat that I have, one for the registrars and one for Internet companies and I don't think that's worked particularly well it's not as diverse as it needs to be. I don't speak possibly for all Internet users quite clearly. There's a desire that we get more of that. If you take a look at our elections over the last five years, the reality is that we don't get the kind of participation that we see here today and with the open process of nine elected seats, we've been truly subject to capture and in fact if you look back at the minutes there have been critical core issues that this organization has had to address where a minority of Directors have voted due to conflict of interest situations and so what we have to do in my view is to create a structure - and I speak just for myself here - that ensures that we cannot be captured and that we can better ensure fuller representation. The structure that has been created, while I appreciate the concern with three-quarters of the nomcom, but we have tried to structure the noncom such that there are assurances that the noncom has a wide variety of voices, in fact there are guaranteed places on that Nomination Committee for those voices. If you decrease the scope of the noncom, then I think you walk into exactly the trap that you are describing, for example if you were to reduce noncom to a 50-50 split, what you could have is six of the Board seats captured immediately by a single party, believe me this is a reality, whether this is someone with a large domain name holder or someone else with a vested interest, they would then with half the Board move very quickly to populate the noncom as you describe. I think that by creating a noncom that has protections by ensuring that there is guaranteed positions for a wide variety of stakeholders and that there is voting for all seats by the members, I think it provides greater assurance that the Board will not be captured than we have today.
Answer: Bernard Turcotte
I just want to add as he said, this did not come easily, people. We banged our heads quite a few times against this wall and this is one of the first few times that we've managed to get a Board that agreed overall to a set of changes that would make this more secure for everyone. In addition, on the Nomination Committee a de facto member is the representative of the Government of Canada. This is not who you pick or who you want to oversee this. Let's not forget, we do not exist in a vacuum. We exist under a contract operating with the Government of Canada and they have oversight and they have the right to pull our management of this. So, I don't think we're trying to create a system that has no checks or balances.
Question: Oguz Altinbilek
I notice on page 11 and page 12 there are several items related to conflict of interest that are scratched out and I don't see what was put in there to replace them. Are they in another section that I haven't seen - I can't vote to agree on this whole package?
Answer: Kim von Arx
The conflict of interest policy we took a large section out of the By-law and put it into a Board corporate policy which is on our website. We had before that a conflict of interest policy because the By-law as you likely noticed became overly complex, so we tried to take pieces out of it, but in the By-law there are safeguards in place that do not allow the Board to change it with a simple majority, it requires a higher majority to change certain policies of the corporation.
Question: Sarah Ramkissoon, wesleyjones.ca
My question has to do with the question on the 50-50 split; he said there would be less likelihood of capture with a 75-25 split versus a 50-50 split and I wasn't sure of the logistics of that being less likely to be captured. I also have a comment - I see in your By-law you talk about expanding the membership to include multicultural and I assume women, it disturbs me a little to see the numbers on the Board now who are non-male and non-white, it's not a big problem, but if you are going to set up a system where members have less chance of voting, in the future we can reflect that diversity properly and that it's not just a lip service.
Answer: Michael Geist
At the moment in my view we are clearly subject to capture and I think it's important to understand that the members are voting 9 out of 12, there are no checks and balances in the system; if we slide down to a 50-50, where half the Board is being voted, then I would argue that we are not as subject to capture as we are today, but it certainly is a real risk because half the Board is subject to capture and it's a hop, skip and a jump to populating the noncom in the way that they like and then capturing the rest of the Board. What this proposal is saying effectively is that you need to put faith in an arms-length noncom. At the end of the day, that is ultimately the check and balance and I'm going to tell you as the person representing Internet users, better to put the faith in the noncom than frankly to have a guaranteed Internet user seat because the noncom has guaranteed positions for the Internet users and the broader stakeholder community and it's more likely that we would get a more diversified Board by putting that in the noncom and ensuring that it not be captured by any one party.
Question: Sarah Ramkissoon, wesleyjones.ca
All I'm saying is that if you have a 50-50 split why would you not also have those noncom guarantees except have six seats being occupied by the Board and going about that roundabout nomination process. It simply seems skewed by the likelihood of capture by nine Directors continually nominating themselves - it wasn't clear to me why 75-25 is better than the current system.
Question: Lendyl D'Souza, scsu.ca
Are we allowed to propose amendments? Under article 3-15, page 17 it says Directors shall be entitled to be reimbursed for reasonable expenses - does this include ex-officio Directors? Underneath, you have a separate section for elected Directors and above it in section a it just states Directors, so if that also includes ex-officio Directors, nowhere does it say that the outside firm that you're going to hire will also be in charge of ensuring that the ex-officio honoraria will be governed by them as well, so I wanted to ensure that the spirit of what you're doing is also captured for ex-officio Directors. The second friendly amendment is p. 20, if we are to ensure representation of all our members, I don't think it should just state that both genders, should be changed to "all genders", and especially in the GTA, there are many individuals and this is not funny as I go to the University of Toronto where many do not identify as male or female, so I think we should be inclusive in our By-laws and be progressive in the way we change them and say "all genders".
Member reads the amendment:
p. 17, article 3-15, section a: all Directors shall be entitled to be reimbursed for reasonable expenses they incur in the performance of their Director’s duties that shall be established in accordance with paragraph 3-15 section c.
Answer: Marc Jolicoeur, CIRA external counsel
For clarification all Directors entitled, point is compensation over and above the reimbursement of expenses, which is strictly limited to elected Directors. Amendment not required.
For clarification, point on p. 20, A, vii par. a. "of all genders" to replace "both genders".
MOTION for amendment: Lendyl D'Souza, scsu.ca
Seconded: Stéphane Paré:
The amendment will require 2/3 majority. The aim is trying to put a proactive obligation on the Nomination Committee to ensure that they have gender diversity, thus the amendment now reads:
(A) of all genders;
MOTION DEFEATED: OF 380, 246 IN FAVOUR.
MOTION for amendment: John Voorpostel
Seconded: Stéphane Paré.
"Delete A altogether and in D: “of diverse gender, racial, ethnic, national and cultural backgrounds, sexual orientation, language (including but not limited to Canada’s both official languages), class, age, religion, as well as other types of diversity.”
MOTION CARRIED.
Question: Ralph Doncaster
Just to clarify what we're supposed to be voting on, that is to vote on the whole of By-law #1, including both the Board of Directors' changes and the changes in policy as to members versus registrants.
Answer: Clyde Beattie
It's the whole package.
Question: Ralph Doncaster
So if you don't like part of it, basically you have to vote against the whole thing?
Answer: Clyde Beattie
That is correct. To clarify: you can move to make amendments.
Question: Tony Jennings, interalign.ca
I'm back with the same two questions I had before, they are clarifications, the first one is the fact that in the explanations of what is intended by these changes that we got before and in the presentation earlier this evening, there were a number of things which weren't actually part of the By-law changes, they are part of the policies that the By-law changes will allow. What I haven't heard clearly is what the process is and what the members' assurances are around changes to policy. I believe the policies are all posted on the website so we can see them and that although it's not required by the By-law, that is a policy. What happens about new policies and equally importantly changes to policy? I'll use a simple example: I think one of the strengths speaking to the capture issue is the proposal that the Nomination Committee must nominate an excess number, but that's not in the By-laws and I'm quite happy not to be bound by something that says I have to put up a straw dog just to make up the numbers. Let me ask my second question - two of the Board members are non-voting, they're both here, and every member of the Board is personally liable, including the two people who don't have a voice. In a number of organizations that I've been involved with we've given the ex-officio members the right to attend and take part as if Board members without the liability, whether you want to do anything with that I leave up to you folks, but for me to support I need to understand what the process is for policy changes and so forth.
Answer: Bernard Turcotte
One of the things we've been working on for the last six months is a policy development process. The Board is waiting to see the details so they can approve it. This will now be a policy approved by the Board on how we define policy and get it approved. On a general term, what you can see from everything we are doing currently is we're trying to match up to that process that is not defined yet - we have public consultations, we have public minutes of all our Board meetings and what we're trying to do is go one step farther with a policy development process (PDP) which will enshrine that as Board rules as to giving rules as to how the Board can develop policy and who it must consult.
Question: Tony Jennings
And presumably how the policies can be changed?
Answer: Bernard Turcotte
It's not just new policy, it's any changes and development of new policy, that is correct.
Question: Tony Jennings
So I think the answer is you're not sure yet.
Answer: Bernard Turcotte
The answer is we're behaving according to a certain set of informal rules, which if it's anything significant and our history bears this out that we go to public consultation, what we want to do is make it a set of rules so that the Board is bound to go to these things.
Question: Tony Jennings
I understand, and did I hear your colleague comment in response to an earlier question that currently a change in policy requires a super majority of the Board, more than 50 percent?
Answer: Kim von Arx
There are certain policies that were mentioned during the presentation that require 80 percent approval. That is the new requirement.
Question: Tony Jennings
What section is that where 80 percent is required?
Answer: Kim von Arx
Section 309 and 310 actually stipulates what the majority requirement is.
Question: Mychol Scully, coredesign.ca
Kudos to you for submitting us and yourselves to that onerous and absolutely necessary process earlier. Our commitment to process and transparency is absolutely essential. I have a question as I was listening to the original presentation, the reference to 75 percent Nomination Committee / 25 percent members and I sort of understand that and could think of compelling arguments for taking that approach. What surprised me was that composition mechanism - it's a mechanism for ensuring something about the nominee list - why that would then be sustained in split ballot to address an earlier concern about taking control of the Board or a noncom then insuring the future of its inner club or something, no shortage of conspiracy theorists in the room I'm sure - but I was wondering why we would sustain that 75/25 split when it comes to the ballot? Why don't we get to choose from the total nominee list?
Answer: Bernard Turcotte
That's essentially the system we have now. I mean it doesn't matter if you impose percentages if you throw all the candidates in one bag to the electorate and you get the results that you have and you are open to capturing the problems.
Question: Mychol Scully
Wouldn't that purpose be served by identifying the source of the nomination and that leaves each member individually responsible for choosing how many noncom and how many member nominees they would select? Am I being naive - does this make sense to anybody else? I understand why you would want to have some sort of quality assurance on the nominee list.
Answer: Ron Kawchuck
But there's no limit on the number and under the new rules there won't be any restrictions either, it isn't that you're going to have 75 percent of the candidates from the noncom and 25 percent from the membership, if we have three positions open, we have to have 4 from the noncom and there could be 0 or there could be 100 from the membership.
Answer: Bernard Turcotte
Ron is quite right and the answer is there is no limit on who the members nominate as valid candidates.
Question: Mychol Scully
What's the 25 percent then?
Answer: Bernard Turcotte
On the ballot, let's be clear, if we're talking a three-year cycle - 12 Directors, you're electing 4 every year on a rotation scheme. On the system in front of you, there should be 3 who come from the Nomination Committee slate, they are required to put forward for those 3 seats at least 5 candidates. On the member nominee side, there could be any number, but there would be one seat reserved for that and you have to pick one person for that seat.
Question: Mychol Scully
I understand, but I still don't hear a compelling explanation as to why at the actual vote the nominees are all in the pot.
Answer: Jim Mercer
75 percent of the seats on the Board are intended to be populated by a selection of candidates brought together by the Nomination Committee; 25 percent are intended to be populated by candidates proposed by the members at large. We would not be able to preserve that split at seat level if all were placed on a single ballot, let's say the entire Board is wiped out accidentally and we have an election for all 12 seats, the way that things are being proposed, on the ballot there would be 2 sections, one for 8 seats which are put together by the Nomination Committee and one for 4 seats. If we had a single ballot and the membership proposed 100 different candidates which were mixed in with the 50-odd candidates from the Nomination Committee, there would be no way to preserve the split.
Question: Mychol Scully
Do I understand that after questions we move to a vote on the whole package?
Answer: Clyde Beattie
Yes.
Question: Mychol Scully
Then I would like to raise the issue of checks and balances around the letter patent.
Answer: Clyde Beattie
That motion hasn't been made yet, it is part of the other package.
Question: Sean Swayze, cyberbia.ca
Thanks for allowing members to air concerns, but in criticism you have only provided the Board of Directors with a view of the fill over room and by not providing an electronic vote it disenfranchises a significant portion of the membership due to the length and breadth of this country and being overseas and in conditions where they cannot attend this meeting, so I would suggest that for the final motion we might redirect to see the fill over room because this part of the membership cannot see what's happening in the room, only the Directors can. In order to maintain principles of openness and transparency, it's important to be able to see because we put up these yellow cards and didn't have a majority, which caused a significant uproar.
Article 502 Committees of the Board suggests the Board can provide any powers to any committee at the pleasure of the Board, it doesn't provide for members' approval or limit specifically that this committee of the Board cannot propose the Nomination Committee.
Answer: Marc Jolicoeur
The delegation of powers to committees is subject to applicable law, the Board of Directors is ultimately responsible for the actions of any of its committees, so any committee that would be created would normally just derive their power from the Board and the Board being ultimately liable, they are responsible for the actions of the committees, so it is normal for those committees to make recommendations to the Board to accept or turn down committee recommendations, so they remain liable for committees. Appointing committees is not an uncommon practice, it's a good way of dividing the work and ensuring it gets done in a timely manner.
Question: Sean Swayze, cyberbia.ca
I would agree, except that this language does not explicitly prohibit this committee from promoting the Nomination Committee. You can create a committee by a majority which may not represent the elected people with respect to this organization, so essentially the Board, there's a lot of discomfort about this split and it's not clear.
Answer: Marc Jolicoeur
Except that these By-laws state clearly on page 20, part I paragraph. b: members of the nomination committee shall be appointed by the Board, does that answer your point?
Question: Sean Swayze, cyberbia.ca
This language still does not exclude the creation of a committee, the Board can assign any powers to any committee it creates, so if the Board is empowered to nominate the Nomination Committee, it can create a committee that fills this Nomination Committee, so it's important to ensure that only the Board can create the Nomination Committee and the language should reflect this.
Answer: Marc Jolicoeur
Sir, if we were to say in b. I p. 20: "not withstanding the provisions of section 5.02, members of the Nomination Committee will be appointed by the Board", will this answer your concern?
Question: Sean Swayze, cyberbia.ca
Yes...put to motion.
Moved: Sean Swayze
Seconded: Joel West
MOTION CARRIED.
Question: Masud Sheikh, masud.ca
My question relates to diversity, there is mention of the diversity of the Nomination Committee, which is very general. I understand that it's difficult to have quotas, but there are no general guidelines as to what we do. The real job of the Nomination Committee is to put forth a slate of Directors and it is the Directors who will be making most of the decisions and there is nothing about diversity on the Board of Directors. I find the diversity issue is very general and may not mean anything, how do we actually get that diversity?
Answer: Marc Jolicoeur
One of the policies that the Board has to adopt and that requires 80 percent to amend is the policy on the nominations and elections and in that policy, which is posted on the web site, it has provisions in section 3.03, which deals with the diversity issue, which says that candidates shall represent different regions, cultures, linguistic groups, etc. So ultimately while the Nomination Committee and it's considered a best practice for a Nomination Committee to look for the skills to find the kind of Board an organization needs, all they can do is put forward a slate, but the members vote for the Directors, so even though the committee and the members may have a list of members with varied backgrounds, ultimately the members may not vote for the mix of skills and backgrounds that you wanted at the outset. It's a democratic process, so you may not end up having that balance, but at the next election the Nomination Committee will again try to put forward a slate of people that will hopefully make up for the missing representatives.
Question: Masud Sheikh, masud.ca
These are extremely important points that are not written up anywhere. Our real interest is in having a diverse Board and I don't see how that's going to happen.
Answer: Marc Jolicoeur
CIRA has gone far in relation to what other Boards have done in ensuring this diversity and it was mentioned that the current set up does not ensure this, so hopefully this will improve the situation.
Question: Masud Sheikh, masud.ca
My related question is the qualifications for members of the Nomination Committee, just says they should be diverse, but doesn't specify qualifications - do they have to be members, can they be non-members?
Answer: Marc Jolicoeur
I think it's broadly stated to ensure that you have a diverse group and ultimately you have to trust someone in ensuring that they have a good Nomination Committee. This organization has gone further than most organizations. If you have suggested wording to provide…
Question: Masud Sheikh, masud.ca
It should reflect the diversity of the membership for example. I don't think it can be done immediately.
Question: Tony Farrow
Thanks for your participation in being on the Board. December minutes note revenues are up and there is surplus, I see diversity in this Board and looking at complex By-law #1 has many items and why are we doing this? I don't see root cause analysis to substantiate the changes - you guys are doing a great job. I encourage everyone to read the changes before we vote on them.
Question: Jennifer Ross-Carriere, internic.ca and domainsatcost.ca
My comments are similar to Tony's. It's clear the Board is doing a great job, we've run a surplus every year, we see the price of domain names decreasing every year and we hope that continues. The proposals are so wide-ranging and change the makeup of the Board and it's clear tonight there is no consensus, the majority of the people are not in favour of the changes proposed and I have two amendments to propose.
First amendment: Board composition - swings too far the other way, installing a committee that is appointed by the Board and they get to choose 9 members, which presupposes that the membership is incapable of electing its own people.
Motion to amend section 3.0 sub section a: (i): change 9 Directors from the slate of Nomination Committee candidates to 3 Directors from the slate of Nomination Committee candidates and change sub section 3 sub section 3 (ii) to 9 Directors elected by the Members from a slate of Members’ Candidates.
Moved: Jennifer Ross Carriere
Seconded: Anthony de Boer
Answer: Marc Jolicoeur
There are transition provisions at the end of the By-laws which, if this amendment is approved, will require modification.
Question: Jennifer Ross-Carriere
Add any related amendments.
Question: David McIntosh
One of the things is when talking about capture of the Board by a special interest or other group, must remember that CIRA is more than an organization that serves its members, it is also serving a public good and what Michael Geist was saying re open to capture by possibly large contingent of the membership which would then not necessarily govern in the public good. This amendment to make 9 people nominated by the Board also ensures that there will be representation with public, not just member, interest in mind. A large portion of the membership may be corporate, small business, etc. and may be controlled by a small group of special interest members and we cannot have capture by the membership, we must also consider the issue of public good and this is why a slate of 9 opens it up to the public good. CIRA also serves freedom of speech, etc.
Answer: Michael Geist
We need to look primarily towards the public interest and it is under that mandate that the Government of Canada has allowed CIRA to exist. To support the current amendment takes the three appointed positions that assures representation for broad Internet users and takes it away.
Question: Mark Jeftovic, jeftovic.ca
As a former Director on the Board, sensitive to what is going on and wishes to help us move past trepidations. What we're trying to accomplish is protection of Board against capture and was privy to discussions. This is the best we can come up with after a very long process and every interest group's best interests are represented here. Afraid that we'll derail a process that's been a couple of years coming and misunderstand the actual intent of the reform package. It is a good, sensible reform package that is the result of hard work by people representing diverse interests and I recommend that we move forward and vote down the amendment and put the motion overall to a vote.
Question: Jennifer Ross-Carriere
There's been a lot of discussion about capture and the point has not been made that the Nomination Committee is appointed in perpetuity, so it may also be captured.
Question: David Michaels, ptic.ca
P. 15, change section 310, we have capture automatically regardless of mixture because we need 80 percent to make policy changes - these should only be done by membership, so if we just change this paragraph to "meeting of members".
Answer: Clyde Beattie
You are out of order, there is already an amendment on the floor.
Answer: Marc Jolicoeur
The motion on the floor is to amend section 3.0 sub section a (i): change 9 Directors from the slate of Nomination Committee candidates to 3 Directors from the slate of Nomination Committee candidates and change sub section 3 sub section 3 (ii) to 9 Directors elected by the Members from a slate of Members’ Candidates.
MOTION DEFEATED.
Question: Jennifer Ross-Carriere
My position is that the members reject the changes because they are huge.
Question: David McIntosh
"If it ain't broke, don't fix it" is a dangerous attitude - should not wait for an accident to happen and it's a good step to vote for the changes.
Question: Sean Swayze
P. 11 section 3.13 strikes conflict of interest and there is no other amendment replacing it. Related to this is 5.01 section B (vi) p. 20 article B: with relation to potential conflict of interest in Board, there is limiting language with regards to a Director, restricting to those not in financial association with a Director, allows a departing Director to pad his place - propose amendment to strike the limiting language on type of Director who may have a financial association with anyone on the Nomination Committee and furthermore would ask the Board why there is no longer provision for conflicts of interest.
Answer: Kim von Arx
The question has been posed already. We took conflict of interest out of the By-law because of the overall complexity. Requires 80 percent of Board approval to amend and it is Board policy and has been entrenched through difficulty in amending.
Question: Sean Swayze
Still does not specifically limit conflict of interest.
Answer: Kim von Arx
It does - it is stronger than conflict of interest clause in the By-law - have tried to update/modernize the new conflict of interest policy to ensure that our Board does not suffer from conflict of interest.
Question: Sean Swayze
I propose two amendments, specific mention of new conflict of interest policy.
Answer: Kim von Arx
3.09 specifies all the policies the Board has to have in place, including conflict of interest and three others. Also introduced a code of conduct for Directors, which is gaining popularity among many companies.
Question: Sean Swayze
I withdraw that proposed amendment, but still wish to propose amending removing the limitations because this language suggests that an outgoing Board member can provide for a Nomination Committee that will reflect his views.
Answer: Bernard Turcotte
So the amendment is striking the limiting language from 5.01 section b (vi) (B).
Motion to amend by striking the limiting language from 5.01 section b (vi) (B).
Moved: Sean Swayze
Seconded: Ross Rader
MOTION DEFEATED: OF 307 PRESENT, 153 IN FAVOUR.
Motion to amend the By-Law:
Be it resolved that the restated and amended By-Law No. 1 of CIRA, in the form presented to this meeting, be hereby enacted as a By-law of the Corporation.
Moved: Daniel Ponech
Seconded: Robin Macrae
MOTION CARRIED: OF 307 PRESENT, 251 IN FAVOUR.
Motion to amend Letters Patent:
Be it resolved that the amendments to the Letters Patent of the Corporation, in the form presented to this meeting, be hereby approved and that the Corporation, its officers and directors be hereby authorized and directed to do, sign and execute all things, deeds and documents necessary or desirable for affecting same.
Moved: Maureen Cubberley
Seconded: Matt Dean
Question: Jeff Rybank
Concerned that there is no limitation as to the scope of the change in the letters patent. There have been two items listed - Internet safety and spam - but no indication of what other activities beyond the scope of registration are indicated. There are no checks and balances with respect to this motion. CIRA would have a very large mandate that they would not know what to do with. I do not support this motion.
Answer: Bernard Turcotte
I think we have to put this in context. You trust the Board to handle, dues, etc., but suspect they will do some crazy thing. The reality is the Board is governed by conflict of interest guidelines. Another interesting point that Malcolm can speak to as Government of Canada representative, some of the considerations we had to take into account.
Answer: Malcolm Andrew
Government of Canada thought it better to set up a privately operated corporation CIRA to handle these matters, but is giving them a public trust. It is difficult to put a strict border around what is public interest. I can see from working with the Board that with legal advice that they can't do this without amending letters patent, seemed a good opportunity to broaden the scope, especially doing public consultations, harder to proceed case by case.
Question: David McIntosh
I can't support this amendment because the scope gives me grave concern. I don't think anyone mistrusts this Board, you need very careful oversight of the administration of domain names and in the long term this is critical as it is not difficult to see a future situation where someone wants to shut down someone's voice/website and the best tool for doing that is somehow coopting CIRA and even a slight change such as this to the mandate provides tools for doing that sort of thing. I think it's very noble of the Board to want to participate in Internet concerns such as spam, child pornography, etc., but perhaps that is not best done within the organization that administers dot.ca names because this is clear and unambiguous and allows anyone who qualifies access. If CIRA needs to participate in certain activities, it is best to be forced to come to its membership for approval.
Answer: Bernard Turcotte
I take your point and find it interesting in that in the earlier internal discussions along the same lines. By looking at this amendment, CIRA did not have notion that it would directly take on other projects, it is the domain name administrator for CIRA and may have revenues to use for other ends, but not accomplish these ends itself.
Question: Heather Wegemer
The Board assures they will not be running away with the bank because of past history of consulting with members, therefore amendment proposed adding to “develop, carry out and/or support any other Internet activities in Canada, subject to consultation with the membership”.
Answer: Bernard Turcotte
Clarify whether consult or formal approval of membership?
Question: Heather Wegemer
Formal approval, at least of interested parties.
Answer: Bernard Turcotte
To rephrase your amendment: amend the text section 2 to read "subject to approval by the membership".
Answer: Heather Wegemer
Yes.
Seconded: Derek Silva
Question: Mark Jeftovic
This is another case where we should not overreact or get bogged down in details. When enhanced numbering came along (mapping phone numbers to Internet address base), CIRA was asked to take a role and had to decide if it fit within our mandate, but moved ahead and was helpful enabling enum trials.
Answer: Marc Jolicoeur
The amendment is actually a step back from current situation about approval for Internet related activities. Suggest reinsertion paragraph as written and suggested paragraph c to be added with proposed change. So only those non-registration related Internet activities would be included:
- to act as the registry for the .CA Internet domain;
- to provide professional registry services comparable to other major national and international Internet registries;
- to develop, carry out and/or support any other Internet-related registration activities in Canada subject to the approval of the membership; and
- to do all such other things as are incidental or conducive to the attainment of the above objects.
Question: Bernard Becker
Concerned it would put CIRA in a policing role.
Question: Oguz Altinbilek
Echoes this concern and thinks it should specify a percentage of members required for approval.
Answer: Marc Jolicoeur
This is becoming cumbersome. What if members choose not to vote? Need to leave it to normal democratic rules.
Question: Catherine Johnson
Speaking against the amendment because the best protection CIRA members have is the public forum and re government regulation and suspects the Board would engage in activities that are lawful - may be regulated to be enforcement agency, but this would be in the future and cannot be forced to have to regularly poll ca. 400,000 members re expense, etc. The motion on letters patent is not cast in concrete, need this context.
Question: Jeff Rybak
Also speaking against the amendment. As much as I am uncomfortable with the degree of member control in new Board structure, the government can always constitute a regulatory agency and then we would lose member control. While CIRA is not member-controlled, it is member-involved. If CIRA's activities expand, we have input into what it's doing.
Question: Andrew Kerr, andrewkerrlaw.ca
Against amendment and in favour of original motion. Just because you take a limitation out of your letters patent, doesn't mean your actions are dictated.
Question: Albert Frank, franklaw.ca
Should be 'effecting' instead of 'affecting'.
Answer: Clyde Beattie
Agree, it is a typo
Question: Tony Jennings
In favour of original motion, against amendment. It would give comfort for Board to adopt a policy re straying beyond the registration area.
Answer: Marc Jolicoeur
Clarification, if you vote for the amendment, you are basically defeating the main motion.
Answer: Bernard Turcotte
Because it's in the letters patent, when it strays it can't be discussed, which is the real issue. Our consultations track record speaks for itself.
Answer: Clyde Beattie
CIRA represents a very valuable and unique situation in terms of being an asset that belongs to the Canadian people - it will continue to grow and generate revenue and we have brought costs down to a competitive level - globally recognized registry of domains. CIRA will generate revenues that cannot be practically used just for the purposes of running a registry and can support very worthy public initiatives that would not be funded by other means, ie Industry Canada hotline in Winnipeg to be run by Child Find.
Answer: Marc Jolicoeur
The amendment is based on existing objects in paragraph c, to develop, carry out and support any other Internet registration activities, inserting clause to develop, carry out and/or support any other Internet related activities in Canada, subject to the approval of the membership.
Moved: Heather Wegemer
Seconded Derek Silva
MOTION DEFEATED: OF 240, 40 IN FAVOUR
Question: Elyot Waller
There has been no discussion about direction, just a request from the Board to have carte blanche on the provision of Internet services, which could lead to difficulties in the future. Move that the motion be referred back to the Board to be brought back at the next Annual General Meeting with more specific information about intended activities.
Answer: Clyde Beattie
My comment would be the Board has never discussed any alternatives.
Question: Elyot Waller
Motion to table at the next Annual General Meeting.
Marc Jolicoeur: Clarification the motion to table takes precedence over the original motion.
Moved: Elyot Waller
Seconded: Kenneth Brown
MOTION DEFEATED: OF 230, 96 IN FAVOUR.
Question: Tony Jennings, interalign.ca
If we had an undertaking from the Board that the expanded responsibilities under the letters patent won't be exercised until you've got a policy in place, the deal would be that you'd step outside the registration thing, this would give some people comfort.
Answer: Clyde Beattie
Our record in the last five years of consulting public and membership on every important thing we've done.
Answer: Bernard Turcotte
Our process improvement - we can't define these things without a policy that defines what is or isn't inside - so agrees.
Question: Jeff Rybak
It's not that we don't trust the Board, it's because we don't know where you as individuals will be in the future, ultimately that is all of our responsibility, but I'm concerned that there is no inkling from the Board on directions, just examples.
Answer: Jim Mercer
Likes idea of funding student to research possibilities, especially around spam and other examples, but with the letters patent, these things cannot even be discussed.
Question: Jeff Rybak
These limitations are because CIRA is a registrar - is it seeking mandate beyond this?
Answer: Michael Geist
Initiatives CIRA has already been invited to participate in indicate that the scope exceeds the existing mandate. What we are trying to do is say that within context of Internet related activities; this is an opportunity to facilitate organizations that are trying to ensure better free speech online, better privacy online, etc. and merely opens the door to doing good public interest activities.
Question: Tim Meehan, timmeehan.ca
Supports Board's proposal, conflicted and concerned of the overly broad language, but realizes letters patent provide needed leeway. The discussion raises my interest in the issues and CIRA and more members should be engaged. Supports the motion.
Question: Jason Cherniak, jasoncherniak.ca
As a blogger the motion raises question what he should fear, what will cause trouble for him? Shouldn't fear competition.
Question: Andrei Caraman
We don't have anything obvious to fear from this amendment, but we've heard possible examples of what we can gain. Funding anti-spam research and other projects - how about funding domain registrations as this is what you control?
Question: Anthony deBoer
In favour of Board being allowed to wrestle with non-registry issues. The checks and balance could be if non-registry direction is being contemplated, need clear yes from the Board that a consultation with members will take place.
Question: Ralph Doncaster
I'd like opinions from members of the Board who have not spoken on the issue. I am torn re great causes to be supported - should they be bundled together?
Answer: John Demco
I agree with the motion and with a lot of the substance mentioned by Michael Geist and others. It's not perfect, but a big step forward and worth supporting.
Question: Ralph Doncaster
What powers does this change in letters patent confer on the Board? Need more explanation. I think most people here are in favour of CIRA involved in these activities, but this wording is inadequate and too broad.
Answer: Marc Jolicoeur
Legalistic explanation letters patent: business corporations can carry on any type of business or activity unless prevented by law or letters of incorporation; it is the other way around in a not-for-profit organization. Voting for the Board of Directors is a check and balance already in place.
Clyde Beattie:
Calling question on motion.
Be it resolved that the amendments to the Letters Patent of the Corporation, in the form presented to this meeting, be hereby approved and that the Corporation, its officers and directors be hereby authorized and directed to do, sign and execute all things, deeds and documents necessary or desirable for affecting same.
MOTION CARRIED: OF 230, 186 IN FAVOUR.
5. Adjournment: There being no further business, the meeting was adjourned at 9:05 p.m.