2007 AGM Minutes
MINUTES of the Annual General Meeting of members of Canadian Internet Registration Authority held at the Royal Méridien King Edward, Toronto on September 6, 2007 at 5:00 p.m.
1. Call to Order and Approval of the Agenda: Debi Rosati, the Chair of CIRA, called the meeting to order and acted as Chair of the meeting, and Jacob Glick, Secretary of CIRA, acted as Secretary of the meeting.
The Chair declared that notice of this meeting had been duly given on August 6, 2007 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. The Chair requested a change to the agenda order of item 6. Presentation of the Financial Statements for fiscal year ending March 31, 2007 and item 7. Presentation of the Auditor’s Report.
2. Verification of the 2006 Annual General Meeting Minutes: There being no corrections or additions to the minutes of the Annual General Meeting held on June 12, 2006, the Chair noted that the minutes stood as approved.
3. Report of the Board of Directors: Debi Rosati, CIRA’s Chair, delivered the report of CIRA’s Board of Directors. The Chair reported on the International Relations and CIRA’s role and in Internet governance, including its participation in and relationship with the Internet Corporation for Assigned Names and Numbers (ICANN), the Council of European National Top Level Domain Names Registries (CENTR) and the Internet Governance Forum (IGF).
The Chair also reported on the Strategic Plan and goals achieved in the past year. The governance reforms made pursuant to the Strategic Plan included a new election process, the authentication of members and a Board of Directors compensation package. CIRA also made changes to the WHOIS policy and has begun planning the implementation of these plans. The CIRA Dispute Resolution Policy (CDRP) was reviewed by an outside consultant and staff is reviewing the recommendations. The systems for the To Be Released (TBR) policy were also updated. The Chair also reported that CIRA is reviewing the Strategic Plan for 2008-2010 and the four major strategic goals remain the same: 1) ensuring effective stewardship of dot-ca domain names as a public resource; 2) recognition as the standard of excellence for ccTLD Registries; 3) exemplifying accountable governance with Internet community; and 4) achieving organizational excellence.
4. President’s Report: Ron Harbottle, CIRA’s Interim Chief Operating Officer, reported on the growth of the Registry in the past year. Registrations passed the 800,000 mark at March 31 this year and the renewal rate was at 77% for the period, consistent with prior years. R. Harbottle also reported on the governance reforms, the CDRP review and the technical operations. R. Harbottle noted that the systems handled over 350 million DNS queries per day and three DNS sites were upgraded with additional nodes. R. Harbottle indicated that CIRA is committed to the PEP Journey to Excellence and achieved Level 1 Certification on April 16, 2007.
5. Presentation of CIRA’s NQI PEP Level 1 Award
Mr. Allan Ebedes, President and CEO of the National Quality Institute, presented CIRA with NQI’s PEP Level 1 Certification.
6. Presentation of the Auditor’s report: Thomas Kriens of Kriens~Larose LLP, CIRA’s Auditor, delivered the Auditor’s report for the fiscal years ending March 31, 2007.
7. Presentation of the Financial Statements for fiscal year ending March 31, 2007: Susan Puderer, CIRA’s Manager of Finance presented the financial statements for the fiscal years March 31, 2007, copies of which were included in the Annual Report or it could be viewed on CIRA’s web site at https://agm.cira.ca/documents/CIRA_AR_E.pdf.
8. Appointment of Auditors: It was moved by Paul Andersen, seconded by Bernard Turcotte, and motion carried, that Kriens~Larose LLP be appointed Auditors of CIRA, to hold office until the next Annual General Meeting or until their successors are duly appointed and that the Board of Directors be authorized to fix the remunerations of the Auditors.
9. Questions from Members:
Question:
Massoud Sheik – massoud.ca
My name is Massoud Sheik and my domain is, one of my domains is massoud.ca. My question relates to the revenue. We were hoping to have a substantial excess of revenue when last we met. Why didn’t that happen? When do we think that that might change?
Answer:
Debi Rosati – CIRA Chair
Let me go back to that slide if I may, and I think I can talk on that, if not I’ll defer it to Susan. I think, this is the slide of reference here; on the statement of net assets, basically we have a reserve fund and this is the net assets and at the end of 2007, March 31st we had $7,200,000, which last year was $5.2. So if you take the difference, plus or minus some additions, there is approximately about $2,000,000 that actually went into reserve and that would be categorized as excess funds or excess revenues. So, that was in fact on plan and on budget. I am not sure what the other, if there was another question relating to that?
Massoud Sheik – massoud.ca
No, the related question was that in what way did we want to use that? In what ways that you know this for certain objectives; and really that’s my interest?
Debi Rosati – CIRA Chair
Okay, okay and so I will answer the second part to that I think, first I wanted to just show you where that reserve was. Secondly, with respect to what we have, it’s been board approved that CIRA has, or that we want to maintain 12 months of operating expenses and we’re basically sitting at twelve months of our operating expenses so anything that starts going in excess of that, but as referenced earlier in the strategic plan and initiatives, we are going to be building out the infrastructure for robustness and reliability so we don’t forsee within this current operating plan, strategic plan that we will have excess funds to put to internet related activities as we had described in the Special Members Meeting. We will in time, we’re just not there today. Okay? Hopefully that helps, thank you.
Debi Rosati – CIRA Chair
I think we are going to take a question from online, so I am not sure who is cueing that and who will be speaking on behalf of that? So, I will continue in a moment. Do I have someone cueing the questions on line? There are none? Okay that makes it easy, alright – none at this time, okay, you will cue me accordingly.
Alright, please state your name.
Question:
Kenneth Donald
My name is Kenneth Donald, this question relates to the strategic issue you mentioned before. It’s a three-part question. What are the definitions of success? How are they being measured? How will the results be published?
Answer:
Debi Rosati – CIRA Chair
Very good questions and as I have our chief quality expert sitting beside me I am going to defer that question to him because he will be developing those metrics, so, if I may Ron?
Ron Harbottle - Interim Chief Operating Officer
Thank you. We have identified a series of metrics that we will use to measure our performance. They are quite an extensive list and I would be happy to discuss it with you in detail off-line. These metrics are in the process of being implemented and deployed at the moment. In fact, we are making an investment in business intelligence capability that will enable us to do that. Establish bench marks firstly and then measure our performance against those bench marks going forward. We have preliminary targets that we are working to now and as we expand the business intelligence capabilities, those targets will be expanded, and in fact, we had a board meeting this morning and we provided the board an initial round of feedback on that work. Our objective is to be one of the best registries in the world and a key component in that is the business intelligence work that we are doing now so that we can systematically measure with where we are and compare ourselves to a variety of organizations around the world, hence our involvement in organizations like CENTR, which is a large group of like organizations largely centred in Europe. It is perhaps one of the best sources on benchmarking and comparables. I hope that adequately answers your question.
Kenneth Donald
It addresses the benchmark side but what’s the definition of success and how is it going to be reported? Like how as members do we know that you are heading in the right direction?
Ron Harbottle - Interim Chief Operating Officer
Our business intelligence capability, well our plans are to have it developed in such a way that we can systematically measure feedback from Registrants, members and other stakeholders and survey them. Our objective is to be able to know that we are doing a good job based on feedback from individuals like yourself and when we know we are doing a good job, we will be delighted to tell you in any one of a number of ways.
Kenneth Donald
And if it’s not so good?
Debi Rosati – CIRA Chai
This is where as a member of the board I would like to speak to that because clearly it’s a strategic plan, first I wanted to hear from senior management but from a strategic plan perspective, we as a board are accountable to that plan as well and I can tell you from a quarterly perspective, we have quarterly measurements, we do quarterly reviews and as the organization moves forward we will be evaluating and you know, one of the attributes of going forward for CIRA is continuous improvement and focus, so, those are measurements that the organization will be held accountable to and as far as the CIRA members go, those will be reflected in the minutes from board meetings and reports on the Annual Report.
Were there any questions online? Okay, no, continuing on.
Question:
Joe Abley
Hi this is Joe Abley. My question is what is CIRA’s plan for DNSSEC deployment in .ca and if you don’t have a plan, do you plan to make one?
Answer:
Debi Rosati – CIRA Chair
Well I am really fortunate to have our CIO sitting right behind you, so I am going to ask Norm Ritchie to come up. You can’t speak from there, you have to come up to the mic Norm, and he will speak on that. Thank you.
Norm Ritchie - Chief Information Officer
Hi. On DNSSEC, first and foremost we want to make sure we have enough robustness on DNS realm to deploy any cast networks and apply more modes following that lead moving on towards DNSSEC. One of the difficulties there as you know, its operationally much more complex than just DNS. It’s actually about key management, so, it’s not an area where we choose to lead because the importance of DNS, we’ll actually let all the people iron out the problems first. It will probably be in about two years - three years.
Joe Abley
Just quickly before you sit down, what is the implication of delaying a DNSSEC decision with respect to the registry improvements for things like the rewrite and just in time or real time domain names because presumably there is a registry impact as well as a DNS impact. I guess my question is if there is an effort or sort of a steaming ahead to rewrite the registry, shouldn’t that be done with DNSSEC in mind if there’s a plan to deploy it later on down the road. It sounded like you were deferring the DNSSEC part until later.
Norm Ritchie - Chief Information Officer
Well the rewrite of the Registry really has to do with the domain management and the registration portions of the database. So there is a connection between the two but you know, DNS Secondary and the Registry are actually loosely connected because of a zone file generation in between. So I am not quite seeing how there is a strong connection in there. I am not following you on that.
Debi Rosati – CIRA Chair
Thank you Norm.
Debi Rosati – CIRA Chair
Please go ahead.
Question:
Herman Vandenburg – capital.ca
My name is Herman Vandenburg and privatecapital.ca is the url. My question concerns the statement of operations on page 36. You are comparing 3 months to one year. What would have helped me would have been sort of some size measurements like on a percentage basis, I note for example that the operational expenses have climbed from seventy percent of revenue to approaching seventy-five percent of revenue. I am just wondering, do we have any targets for managing that going forward?
Answer:
Debi Rosati – CIRA Chair
Well I can tell you from a board perspective and I will turn you over to Susan if you have other comments. Yeah, I know you can’t compare a stub period to a twelve month period here but at the beginning of the year CIRA put forward a budget and operating plan that’s approved by the Board and when we’re managing that, we’re oversight, we’re reviewing that every quarter, and I can tell you to date that CIRA has definitely been under budget based on the plan going forward. We do monitor that and you know as far as the operating expenses go and the percentage of revenue I think they are certainly in line year over year and you know it’s reflective of both so, that’s something on a quarterly basis we are reviewing and incorporate that into our operational planning cycle.
Herman Vandenburg – capital.ca
Do you see any economies of scale going forward? Do you see operating expenses as a percentage of revenue declining over time?
Debi Rosati – CIRA Chair
Well revenue is certainly going to grow and expenses in the next year or two we have some very strategic initiatives that we have to deploy and it is going to require additional resources and it goes to the question on excess revenues. We don’t forsee having excess revenues. We are going to be putting it into the infrastructure build out. And you know, the simplicity and the scalability has become part of our initiative. So, I would say that if anything it may stay the same as far as the percentage but it is certainly being managed.
Question:
Lloyd Lindsay – lloydlindsay.ca
My name is Lloyd Lindsay. I am a CA and my domain name is lloydlindsay.ca. I have a question again, it is going to have to do with the Auditor’s Statements. I really think that it didn’t take that much extra work to have a truly comparative set of figures. You only have 3 months, the first thing is that I didn’t want to create an issue but some of those numbers in your operating presentation looked right off the chart when you see the prior year’s figures compared to the current year’s figures. It certainly would have been in line to take and extrapolate the prior year’s figures and merge them together to give us twelve months comparative.
Answer:
Debi Rosati – CIRA Chair
So, duly noted. It is, a stub period and is a one time transition. We changed year end out. I may, if I could, refer to our Auditors here. We’ve got Thomas Kriens. Maybe Thomas you could comment on this.
Lloyd Lindsay – lloydlindsay.ca
It is do-able! That’s my issue! It is do-able!
Debi Rosati – CIRA Chair
In theory, I am a Chartered Accountant as well and understand that, thank you, but perhaps we can ask Thomas, maybe you can comment on that, if I may?
Thomas Kriens - Auditor
Yeah it’s a good question that always is a problem where there’s a stub period. It’s a good point, however the Audit Report is always based on the year end of the organization and the notes to the financial statements do note that. If there were changes to be made to show comparative figures in a management report that would be applicable.
Debi Rosati – CIRA Chair
Thank you.
Debi Rosati – CIRA Chair
I really only can take these last two questions. We are on a really tight schedule so I will finish up with yourself.
Question:
William Stratus – Planetcast.ca
This is a quick one. William Stratus from Planet Cast. I applaud the board for creating a sense of participation, community, a sense of ownership, these membership cards are quite spiffy and well timed – got it yesterday. In the slides you had a note about the number of verified members – 14,000, some 14,000, my questions are as follows: How many numbers are not verified? Where is that program going ultimately? Is membership identity verification a necessary component going forward and final point, where is my one gigabyte memory stick?
Answer:
Debi Rosati – CIRA Chair
I’ll respond to question two first. It’s in the mail and if I could ask Jacob perhaps maybe just to, he did a lot of work in the whole membership authentication project so if I could get you to comment on the first question.
Jacob Glick – General Counsel, Corporate Secretary and Director of Policy Development
Sure thing. Thanks Debbie. It’s tough to follow good comedy so, I will keep it brief. There are no non-authenticated members anymore. As part of the changes to CIRA’s By-law that membership approved in February, 2006 and as a result of the member authentication project that followed from that, the previous unauthenticated membership base expired and the new style authenticated members were created through the membership drive that all of you have participated in to be here today. So, we went from a membership base where we had in the neighborhood of 300,000 to 400,000 people, but many of whom had really no interest in being members and we were just a source of mail in their inbox, to having a narrower group of 14,000, 15,000 people who are really genuinely interested in CIRA, not just as the place where their .ca is registered but as a source of community and a place for Canadians on-line. We are going to continue to have authenticated members. The membership drive is over but if you are a new registrant and you want to be a member, you are going to have to authenticate and we think that’s a good thing.
Debi Rosati – CIRA Chair
Thank you Jacob. We are going to have this individual and then I am closing the questions but what I will say if you didn’t get an opportunity to ask questions, you have seen some of the members of the senior management team, the board is up here, we will all be outside at the reception so I encourage you to ask away after that so and just in the essence of time, so, if I may turn it to yourself.
Question:
Aaron Gibson – devergram.ca
I will be brief. My name is Aaron Gibson, I am a web-designer, devergram.ca for instance. My question is about green initiatives – the power for your servers, the paper you print your annual general reports on, all of these, just what are you doing? What are your plans to do more and how can you be carbon neutral if possible?
Answer:
Debi Rosati – CIRA Chair
Well that’s a very good question. It’s not one of our key strategic priorities, but I can assure you from a board perspective and a senior management perspective, you know, reviewing whatever it takes from a green strategy to be green so to speak, it is not our highest priority but it is something that we do consider and will consider in the future. I don’t know if you have any comments. No? Oh okay and thank you, I’m glad to see that green is something to consider going forward, thanks.
Question:
Luke Rogers
Hi my name is Luke Rogers. My question is just about, I see a lot of really inappropriate uses of the dot-com top level domains for like you know tiny little Villages in Newfoundland that are calling themselves remayavillage.com. What is your plan to promote the dot-ca top level domain in these cases where it really makes a lot of sense?
Answer:
Debi Rosati – CIRA Chair
I would like to perhaps. I don’t see Dave our Director of Marketing and Communications so maybe I will. Dave? I don’t know if he heard the question. I just want everyone to meet our Director of Marketing and Communications. Dave, would you like to come up here and you have to come up here anyway at some point, so. It’s a question basically he was asking, did you hear the question?
David Hicks, Director, Marketing and Communications
No I am sorry I was outside.
Debi Rosati – CIRA Chair
The question if I got the name right, was what are we doing to promote the dot-ca relative to dot-com?
David Hicks, Director, Marketing and Communications
Well currently from a marketing perspective, we are not really doing much in terms of marketing dot-ca directly. As we move forward and part of the strategic plan is to you know, to build awareness of dot-ca amongst the Canadian public and also for people who will be registering domains. This year we undertook a sort of very thin edge of the wedge so to speak. We’ve been doing some trade shows throughout Canada. We had one in Vancouver and another one that took place, or two other ones that took place here in Toronto throughout the year and we will be continuing to do that. There will be some additional forums hopefully and as I said we are looking forward to move forward with some advertising to mass media. Does that answer your question?
Luke Rogers
Yes. Thanks.
David Hicks, Director, Marketing and Communications
Okay, thank you.
Debi Rosati – CIRA Chair
Well also I would like to say that everyone here today that is an authenticated member are ambassadors for the dot-ca and so go forth and be an ambassador. That’s another way to promote the dot-ca. Anyway I wish to thank everyone for joining us today. It is now time to adjourn the official portion of the meeting.
10. Meeting Adjournment: At 6:10 p.m. it was moved by Ebrahiz Sulinan, seconded by David Lamb and motion carried, that the meeting be concluded.