<![CDATA[CIRA - Resolutions]]> rss/news/online-resolutions Wed, 22 May 2013 05:22:10 -0400 Zend_Feed http://blogs.law.harvard.edu/tech/rss <![CDATA[Resolution Approving the Minutes of the December 1, 2011 Board of Directors' Meeting]]> /about-cira/board-meetings/online-resolutions/resolution-approving-the-minutes-of-the-december-1-2011-board-of-directors-meeting/ Be it resolved that the minutes of the December 1, 2011 Board of Directors' meeting be approved as presented.

(Moved by P. Andersen, seconded: J. Grey, abstaining: B. St.Arnaud, motion carried)

 


 

 

 

]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution to approve the Policy on Nominations and Elections 2011]]> /about-cira/board-meetings/online-resolutions/resolution-nominations-elections-2011/ (May 10, 2011)

WHEREAS The Governance Committee election working group has thoroughly reviewed and discussed possible changes to the Policy on Nominations and Elections and Election Rules for 2011;

And WHEREAS staff has reviewed the proposed changes and are in agreement that they will be able to implement the polices as drafted;

And WHEREAS the Governance Committee has reached unanimous consensus on the changes;

RESOLVED THAT the Board of Directors revises the Policy on Nominations and Elections and adopts the Election Rules for the 2011 Election as circulated on May 6th 2011, subject only to changing Section 3.03(b)(i) to instead read: “(i) strive to ensure strive to ensure experienced, knowledgeable, and diverse participation in the Corporation by putting forth Nomination Committee Candidates who support the Corporation’s objects and mission. The Final Nomination Committee Slate shall include Nomination Committee Candidates who:”.

(Moved by T. Williams, seconded by V. Withers, motion carried)

 


]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution Appointing Auditors]]> /about-cira/board-meetings/online-resolutions/resolution-appointing-auditors/ (September 16, 2011)

1. BE IT RESOLVED THAT a motion be presented at the upcoming Annual General Meeting, to re-appoint KPMG as CIRA’s auditors, to hold office until the close of the next annual meeting of members.

2. BE IT RESOLVED THAT the Board of Directors recommends approval of this motion by CIRA’s Members.

(Moved: R. Rader, seconded: K. Brown, unanimously carried)

 


 

 

 

]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution Nominating New Auditors]]> /about-cira/board-meetings/online-resolutions/resolution-nominating-new-auditors/ August 31, 2010)

1. BE IT RESOLVED that a motion be presented, by the Chair of the Audit Committee at the upcoming Annual General Meeting, to nominate KPMG as CIRA’s new auditors, to hold office until the close of the next annual meeting of members.

2. BE IT RESOLVED that the Board of Directors recommends approval of this motion by CIRA’s Members.

(Moved by R. Anderson, seconded: J. Grey, abstaining: T. Williams)

 


 

 

 

]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution approving the FY11 Corporate Plan]]> /about-cira/board-meetings/online-resolutions/resolution-fy11-corporate-plan/ (May 5, 2010)

Be it resolved that the Board of Directors approve CIRA's Corporate Plan for Fiscal Year 2011 as presented.

(Moved: P. Andersen, seconded: J. Grey, abstaining R. Rader, motion carried)

 

 

 

]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution approving the 2010 Election date]]> /about-cira/board-meetings/online-resolutions/approve-2010-elections-date/ (March 17, 2010)

Be it resolved that the Board of Directors:

  1. Approve the period of September 22, 2010 (18:00h EDT) to September 29, 2010 (18:00h EDT) as the voting period for the 2010 CIRA Board elections; and
  2. Authorize the Secretary to send the Election notice to the membership as required in CIRA's By-law No. 1.

(Moved: R. Rader, seconded: L. Mackan-Roy, unanimously carried)

 

]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution to approve the Policy on Nominations and Elections 2010]]> /about-cira/board-meetings/online-resolutions/approve-2010-elections/ (March 5, 2010)

Be it resolved that the Board of Directors approve the Policy on Nominations and Elections 2010 as attached.
(Moved: R. Rader, seconded: K. Brown, motion carried)

]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution approving the 2010 AGM date]]> /about-cira/board-meetings/online-resolutions/approve-2010-agm-date/ (March 17, 2010)

Be it resolved that the 2010 CIRA Annual General Meeting be held on Tuesday, September 21, 2010.

(Moved: R. Rader, seconded: L. Mackan-Roy, unanimously carried)

]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution approving the 2009 AGM date and location]]> /about-cira/board-meetings/online-resolutions/resolution-agm-2009/ (March 19, 2009)

Be it resolved that the 2009 CIRA Annual General Meeting be held on Tuesday, September 22, 2009 in Toronto, Ontario.

(Moved:  R. Rader, seconded:  J. Rybak, abstaining: R. Sutcliffe, motion carried)

]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution approving the 2009 election date]]> /about-cira/board-meetings/online-resolutions/resolution-elections-2009/ (March 19, 2009)

Be it resolved that the Board of Directors:

1. Approve the period of September 23, 2009 (18:00h EDT) to September 30, 2009 (18:00h EDT) as the voting period for the 2009 CIRA Board elections;

2. Authorize the Secretary to send the Election notice to the membership as required in CIRA’s By-law No. 1.

(Moved:  R. Rader, seconded:  J. Rybak, motion carried)

]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolutions to approve purchases over $100,000]]> /about-cira/board-meetings/online-resolutions/resolutions-to-approve-purchases-over-100-00/ Be it resolved that the Board of Directors approve the purchase, at a cost of $210,857.31 including all taxes, of a Hot Aisle Containment System manufactured by American Power Conversion for deployment in CIRA's new server room.

Be it resolved that the Board of Directors approve the purchase, in an amount not to exceed $175,000 including all taxes, of Altos wall systems for installation in CIRA's new offices.

(Moved: R. Anderson, seconded: B. Reid, motion carried)

]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution to approve the Selection of Returning Officer]]> /about-cira/board-meetings/online-resolutions/resolution-to-approve-the-selection-of-returning-officer/ (February 26 2009)

Be it resolved that the Board of Directors appoint Eric Lay as the Returning Officer for the 2009 Election and set the 2009 Returning Officer's remuneration at $150 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

Be it further resolved that the Board of Directors appoint Adam Marshall as the accredited public accounting professional to assist the 2009 Returning Officer in carrying out his duties and set the remuneration at $135 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

(Moved:  B. Shell, seconded:  R. Rader, motion carried)

]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution approving the 2009 election rules]]> /about-cira/board-meetings/online-resolutions/resolution-approving-the-2009-election-rules/ (February 26 2009)

Be it resolved that the Board of Directors approve the 2009 CIRA Board election rules as presented.

(Moved:  B. Shell, seconded:  R. Rader, motion carried)

]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution to approve the purchase of Oracle Licenses]]> /about-cira/board-meetings/online-resolutions/resolution-to-approve-the-purchase-of-oracle-licenses/ Resolved that the Board of Directors approve the purchase of additional Oracle licenses for the backup site in the amount of $230,000 (including taxes).

(Moved: R. Kawchuk, seconded: B. Reid, motion carried)

]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution to Amend the Policy on Nominations and Elections]]> /about-cira/board-meetings/online-resolutions/resolution-to-amend-the-policy-on-nominations-and-elections/ RESOLVED, that CIRA modify subsections 3.03(b) and 3.07 of its Policy on Nominations and Elections in accordance with the proposed amendment as follows:

3.03 Slate of Nomination Committee Candidates.
(a) On a date that shall be no more than forty-five (45) days after the Close of Call for Committee Nominees, the Nomination Committee shall:
 
  1. using the names of Nomination Committee Nominees, select a final slate of Nomination Committee Candidates for election to the Board (the “Final Nomination Committee Slate”); and

  2. deliver to the Board, for information purposes only, the Final Nomination Committee Slate by submitting that slate to the ex officio member of the Nomination Committee appointed in accordance with the By-laws.
(b) In preparing the Final Nomination Committee Slate, the Nomination Committee shall:
  (i) strive to ensure diverse participation in the Corporation by putting forth Nomination Committee Candidates who support the Corporation’s objects and mission. The Final Nomination Committee Slate shall include Nomination Committee Candidates who:
    (A) provide necessary professional expertise; and
    (B) have significant relevant corporate and/or organizational governance experience.
    (A) In addition, where possible and where the Nomination Committee Candidates have fully met the requirements under subsections 3.03(b)(i)(A) and 3.03(b)(i)(B), the Nomination Committee shall attempt to put forth Nomination Committee Candidates that represent different regions, cultures, genders and linguistic groups, that are consistent with the diverse make up of the Canadian population;
    (B) provide necessary professional expertise; and
    (C) have significant relevant corporate and/or organizational governance experience.
  (ii) ensure that the Final Nomination Committee Slate has a number of Nomination Committee Candidates not less than 150% of the number of Nomination Committee Director seats that will be vacant at the date of the next Election of Directors, (e.g., 3 Nomination Committee Candidates for every 2 Nomination Committee Director vacancies) and no more than 3 Nomination Committee Candidates for every such seat that will be vacant (e.g., if there are 2 Nomination Committee Director vacancies, the Final Nomination Committee Slate shall not have more than 6 Nomination Committee Candidates); and
  (iii) include only the names of Nomination Committee Nominees who have delivered to the Nomination Committee the materials described in subsection 3.02 and who have declared that they are not in:
    (A) a conflict of interest with any Director nor with any other Nomination Committee Nominee, in accordance with the Corporation ’s Policy on Conflicts of Interest; and
    (B) financial association with any Director nor with any other Nomination Committee Nominee, in accordance with the Corporation ’s Financial Association Between Directors Policy.
(c) In calculating the number of Nomination Committee Candidates to be included on the Final Nomination Committee Slate in accordance with subparagraph 3.03(b)(ii), the Nomination Committee shall use the number of Nomination Committee Director seats that will be vacant, as at the date on which the Nomination Committee finalizes the Final Nomination Committee Slate. If any additional vacancy occurs in a Nomination Committee Director seat after that date, the Nomination Committee may, at its discretion, add additional Nomination Committee Candidates to the Final Nomination Committee Slate in accordance with paragraph 3.03(b).
(d) Any individual who is or was a Member of the Nomination Committee is not eligible to be a Nomination Committee Nominee nor a Nomination Committee Candidate unless that individual has ceased to be a Member of the Nomination Committee for at least one (1) year prior to the first day of the Election Period in which she is seeking to be elected as a Director.

3.07 Board Assessment. Each year the Nomination Committee shall mandate and supervise a consulting firm to canvass the Board and assess whether there is diverse participation thereon in accordance with subparagraph 3.03(b)(i). The firm so mandated shall prepare a written report that identifies any deficiencies with respect to the skills, competencies, experience and diversity of Directors and that sets out recommendations as to how those deficiencies can be corrected. The Nomination Committee shall take into consideration that report when recruiting Nomination Committee Nominees and selecting Nomination Committee Candidates for the next Election of Directors.

FURTHER RESOLVED, that the Secretary of the Corporation take all steps to effect said amended Policy on Nominations and Elections effective immediately with regard to subsection 3.07 and effective for the 2008 election with regard to subsection 3.03(b), and notify the Nominations Committee, Renaud Foster and such parties who are required to receive same.

(Moved:  R. Ford, seconded:  L. Mackan-Roy, motion defeated; For:  R. Anderson, A. Cyr, R. Ford, R. Kawchuk and R. Rader, Against: C. Goodfellow, B. Reid and J. Rybak)
]]> Wed, 22 May 2013 05:22:10 -0400 <![CDATA[Resolution Accepting the Financial Statements for the fiscal year ended March 31, 2006]]> /about-cira/board-meetings/online-resolutions/resolution-accepting-the-financial-statements-for-the-fiscal-year-ended-march-31-200/ Resolved that:

  1. The financial statements of Canadian Internet Registration Authority for the fiscal year ended March 31, 2006 be and are hereby approved;
  2. The financial statements be presented to the members of CIRA at the next Annual General Meeting; and
  3. C. Beattie and D. Rosati be authorized to sign CIRA’s 2006 financial statements on behalf of the Board of Directors to signify approval of the Board.
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