I strongly suggest that everyone here who works with .CA domains becomes a member of CIRA before the election cut-off
In addition, you should read the member proposals by Alex Beraskow, as many of them touch on domaining, domain investing, the CDRP and registrars - topics that have been discussed here before:
https://member.cira.ca/Events/Canad.../CanadiansConnected/Member_Proposal_Text.aspx
I'll just quote the text here for archival purposes. I've tried to sort it by motion and supporting statement to make it a bit easier to digest.
In addition, you should read the member proposals by Alex Beraskow, as many of them touch on domaining, domain investing, the CDRP and registrars - topics that have been discussed here before:
https://member.cira.ca/Events/Canad.../CanadiansConnected/Member_Proposal_Text.aspx
I'll just quote the text here for archival purposes. I've tried to sort it by motion and supporting statement to make it a bit easier to digest.
Supporting Statement for Proposal #1
CIRA was given the right to manage the “.ca” domain space 22 years ago by the federal government of Canada – specifically Industry Canada then (Innovation, Science and Economic Development Canada now) – in a letter written by Dr. Michael Binder, Assistant Deputy Minister. That recognised that CIRA is the administrator of the “.ca” domain space.
That letter – commonly referred to as the “Binder” letter – had conditions: CIRA was to conduct its activities in an open and transparent manner that ensured wide public access to all relevant information, following fair and sound business practices.
That letter also stated “The .CA domain space is a key public resource”. As such it does not belong to any individual or corporation; it is more like Crown land.
CIRA operates under the grace and pleasure of the government. CIRA’s right to be the registry of the “ca” domain can be taken away from CIRA on 90 days notice.
https://www.iana.org/reports/2000/ca-report-01dec00/ubc-cira-canada-umbrella-agreement-09may00.html. This signed agreement says
" 4. CANADA may terminate the designation of CIRA described in Article 1 upon 90 days written notice to CIRA if, in the opinion of CANADA, acting reasonably, CIRA is unable to continue to manage, operate and control, or cause to be managed, operated and controlled, the .ca domain space in accordance with the principles and structure set out in the March 11, 1999 Letter and in accordance with such other principles as CANADA may, from time to time, set." The “March 11, 1999 Letter” is the “Binder” letter.
This principle is important to embed in the CIRA Bylaws as it underpins all activity.
CIRA manages a public property and must act in the public interest, and never in any private interest. It must do so and must be seen to do so.
Motion 1
Add section 2.06
2.06 As a Not For Profit corporation, CIRA must manage the .CA domain space as a key public resource on behalf of Canadians. CIRA must manage CIRA's activities in an open and transparent manner that ensures wide public access to all relevant information following fair and sound business practices.
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Supporting Statement for proposal #2
The Bylaws – in Section 3 – state that the CIRA Board consists of 12 directors. It then allows that another 3 are designated as Board Advisors, having the right “to attend, in a non-voting capacity, all meetings of the Board and all committees thereof”.
While the rights of the 3 advisors are currently defined – to attend meetings and participate - their accountability is not defined.
According to Corporations Canada (part of Innovation Science Economic Development Canada - ISED)
“The governance, administration and management of the corporation lies with the board of directors, who are accountable to the members.”
“The board of directors is accountable to the members. It is responsible for managing and supervising the activities and affairs of the corporation.”
The Board may engage any consultant at any time to fulfill their fiduciary duty and duty of care. Those expenses and responsibilities should be noted and reported to members.
Currently some Advisors get paid and possibly enjoy other benefits that are not known to members.
The principal job of the Board is to hire the CEO and thereafter provide oversight over all material activity of the corporation. That also means supervising the CEO. The Board can invite the CEO along with any other staff to participate in Board meetings as the Board sees fit; attendance and participation should not be a statutory right. The CEO should not actively participate in providing oversight over his/her own activities; the Board should not be influenced unduly.
The Board of 12 directors are held accountable in law and in practice for the affairs of the corporation but not the Advisors.
There is some confusion as to whether the Board – those responsible – consists of 12 or 15 members. Only 12 directors are registered (publicly) with Corporations Canada.
There is no defined responsibility or accountability for the government representative.
Bylaws should not name people.
Motion 2
Delete section 3.02
Add
3.02. The CIRA Board may engage advisors and consultants as they see fit. Such expenses along with accountabilities should be noted and reported to members.
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Supporting Statement for proposal #3
CIRA spends significant amounts of money promoting “.ca” as a top-level domain. In turn, CIRA passes on such leads regularly to Registrars.
Some registrars – corporations publicly or privately owned - may own more than a 1,000 “.ca” domain names for resale and profit.
While CIRA has sold 3 million Domains Under Management (DUM) to registrants who in turn bought them from registrars, many are not used, simply warehoused for possible resale.
No registrar should have any influence over any of CIRA’s management and governance activities especially as CIRA must act in the public interest and not private interest.
CIRA management and governance must be completely independent of any Registrar including that Registrar’s employees and direct family.
The Nomination Committee process must be completely independent of any Registrar including that Registrar’s employees and direct family.
The CIRA Dispute Resolution Process (CDRP) must be completely independent of any Registrar including that Registrar’s employees and direct family.
Registrars – including their employees and direct family - have a perceived interest in being on side with CIRA management and supportive that may inhibit their governance responsibility.
Motion 3
Add
3.03 (e) Every Director must be independent of any Registrar.
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Supporting Statement for proposal #4
The Board election process is critical to the success of CIRA. Board candidates must be vetted, and worthy candidates proposed for subsequent election, free from conflict of interest and undue influence.
The Returning Officer, appointed by the Board, monitors that process. In past, CIRA management has proposed a single candidate to the Board to act as the independent Returning Officer.
The Returning Officer has an important role to play in ensuring the integrity of the election system and process by being independent of management and free from conflict of interest – real or perceived conflict of interest.
The current Returning Officer was hired in 2012 and continues to get the assignment on a contractual basis.
Rotating contractors is a good management practice.
Auditors of financial affairs of every corporation are routinely rotated, to provide a fresh set of eyes, and ensure independence from management. This is especially important for public interest corporations. In some jurisdiction’s rotation is mandatory every 5 years.
The costs of that contract is not known to members.
Motion 4
Add
3.05 (d) The Returning Officer should be allowed to oversee the election process and system a maximum of 5 board elections.
(e) The Returning Officer must file a Report that must be reviewed by the Board and thereafter accepted once it has done its due diligence.
(f) The Returning Officer Report must be published on the CIRA web site along with all associated costs.
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Supporting Statement for proposal #5
The Board election process is critical to the success of CIRA. Board candidates must be vetted, and worthy candidates proposed for subsequent election, free from conflict of interest and undue influence. Board members should also be rotated to ensure a fresh set of eyes and free from any real or perceived influence of management.
Good governance has term limits for each Board member, usually a maximum of 3 terms (each term lasting 3 years in CIRA’s case). That avoids incumbency while promoting fresh approaches and diversity.
Previously the Board agreed to that while giving itself – the incumbents – extra rights of unlimited terms. That was self dealing, proposed by the Board, even though it was approved at an AGM subsequently.
No Board term should be a sinecure.
Motion 5
Delete section 3.06 (b) and 3.06 (c)
Add
3.06 (b) Each Director shall serve for no more than 9 years.
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Supporting Statement for proposal #6
The costs – renumeration and expenses – of “observers” on the Board is not reported and is unknown to members.
Some of those expenses can be trips abroad for Directors and Observers; some are for education. Some of those activities for Directors and Observers are recommended by the management and specifically the CEO.
The Board Chair may have a discretionary fund that is used for activities that should be visible to members.
Motion 6
Add
3.11 (c) All Directors individual renumeration as well as individual expenses are to be reported in the annual financial statements.
(d) All consultants and observers hired by and for the Board must be named and must have their total expenses reported in the annual financial statements
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Supporting Statement for proposal #7
The Nomination Committee is established by the Board every year to propose suitable candidates for election as part of the Nomination Slate. The Board selects members to that Committee who in turn vet a minimum or maximum number of candidates for election.
The Nomination Committee process must be fair and transparent, free from any conflict of interest. Its members must be independent of management and Registrars.
A Registrar should not sit on the Nomination Committee to in turn participate in the selection of candidates proposed for election.
Motion 7
Add
6.01 c) (v) The Nomination Committee members must be independent of management and Registrars.
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Supporting Statement for proposal #8
Some registrars may own more than a 1,000 “.ca” domain names for resale and profit.
Some “.ca” domain names resell for thousands of dollars.
No Registrar – including employee or direct family - should have any influence over any of CIRA’s management and governance activities especially as CIRA must act in the public interest and not private interest.
CIRA management and governance must be completely independent of any Registrar including that Registrar’s employees and direct family.
The CIRA Dispute Resolution Process (CDRP) must be completely independent of any Registrar including that Registrar’s employees and direct family.
Firms who administer the CIRA Dispute Resolution Process must be registered federally and have their directors and shareholders disclosed prominently on the CIRA web site to ensure independence and transparency, with no real or perceived bias.
Motion 8
Insert after Section 15
16.01 The CIRA Dispute Resolution Process must be fair and independent of management, the Board and Registrars.
16.02 Firms selected to administer the process should be registered federally and publicly; management, shareholders and board directors of such firms must be disclosed on the CIRA web site.
16.03 Firms for managing the CIRA Dispute Resolution Process must be tendered at least every 5 years.
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