The agency responsible for registering domain names in the .ca top-level domain has broadened its mandate and changed the way its board of directors is selected.
The moves are aimed at giving the Canadian Internet Registration Authority (CIRA) room to consider new activities and at ensuring broader representation on its board, said Bernard Turcotte, CIRA’s president and chief executive.
Amendments to CIRA’s letters patent and bylaw passed comfortably at a well-attended membership meeting in Toronto last week. However, some concerns were expressed about possible implications of the changes and the way members were asked to vote on a long list of bylaw changes as a single package.
The change to the letters patent – the document that defines what CIRA, as a not-for-profit organization, can do – is simple but significantly broadens the agency’s mandate. The original letters patent, besides establishing CIRA as the registry for the .ca country-code top-level domain, allowed it to carry out other Internet-related registration activities in Canada. At last week’s meeting, members voted to amend the letters patent to remove the reference to registration from that clause, essentially extending CIRA’s mandate to any Internet- related activity within Canada.
The growing popularity of the .ca domain has raised revenues from registration fees and swelled CIRA’s coffers. As a not-for-profit organization, CIRA may maintain only limited cash reserves, Turcotte explained, so the organization may wish to use some of its ready cash to support Internet-related activities beyond its original mandate. “Because the letters patent were the way they were, we couldn’t even discuss other things,” Turcotte said. With the amendment in place, he said, CIRA will now “develop a process which will take input from the membership” to consider additional activities.
Writing on the Canadian IT Managers blog, CIRA member Thomas Moore expressed some concerns about the broadened mandate. “The door is open for this organization to go anywhere,” he wrote. “It is my experience that such changes and official documents stay around much longer than the people who put them in place and the original intent could be lost in the future leaving openings for them to be taken into any direction deemed appropriate by a new regime.”
The changes to CIRA’s bylaw are much more complex. The membership voted to approve an extensively revised document. Many of the changes were small ones – for example, changing CIRA’s official headquarters from the Regional Municipality of Ottawa-Carleton to the City of Ottawa to reflect a redrawing of municipal boundaries – but there were a couple of significant changes.
Turcotte said the most significant bylaw changes are aimed at guaranteeing diversity on the CIRA board.
Previously, he said, the board included nine members elected by the membership at large from a slate presented by a nomination committee and additional nominations by members, plus three members appointed by organizations chosen to represent major Internet constituencies. One member, for instance, was appointed by the Canadian Association of Internet Providers (CAIP), an Internet service providers’ association.
The problem, Turcotte said, was that the boards have not represented all regions of Canada. About 80 per cent of all CIRA directors have been from Ontario, and another 18 per cent from British Columbia, he said. So CIRA set out to give its nominating committee more scope to seek more diverse candidates. To do that, it removed the three appointed positions and divided the 12 elected slots into two slates. Nine of the positions will now be filled from a slate presented by the nominating committee, while the other three will be filled from nominations by members.
CIRA’s president and a representative of the federal government continue to sit as non-voiting board members, and the bylaw allows the board to appoint no more than one additional non-voting member.
This proposal sparked considerable debate at the CIRA meeting, Moore said in an interview, including a proposal to reverse the proportions so nine positions would be filled by member-nominated candidates and three from an official slate. In the end the CIRA board’s proposal was approved, but Moore said he still has concerns that future nominating committees could use the new rules to stack the board.
Turcotte noted that the rules do not mean the nominating committee appoints nine board members. The committee is required to present 50 per cent more candidates than there are slots to be filled, he said, and is required to make a public call for applicants to be on the slate.
“This is not a closed circle,” Turcotte said. “Quite the contrary, it’s an open circle – it’s just that we want to maintain a vetting stage to ensure that we meet our objectives.”
However, Moore maintained that despite the precautions the system could be abused. A future nominating committee could present a slate made of the candidates it wanted elected plus “50 per cent more that nobody would even think of voting for,” he argued.
The bylaw changes also provide for CIRA’s directors, who until now were unpaid except for expense reimbursements, to be paid for their work. Turcotte said directors’ responsibilities have increased, and the nominating committee has found that a number of desirable candidates were unwilling to accept nominations because of the amount of unpaid time involved. An outside agency will be given the job of determining appropriate compensation, he said, and the change will take effect when the present board steps down.
Moore said that he, like many other members present, agreed with some of the bylaw changes and disagreed with others. In the end, he claimed, most members concluded that the revised bylaw was better than the previous one, but he felt that rather than being presented as an indivisible package the changes should have been broken into several motions so that members could vote on the more significant changes one at a time.
Moore also stressed that he was not questioning the current CIRA board’s motives, but was concerned that the revised documents could leave room for abuse in the future.
Tom Copeland, chair of CAIP, said he was not at the meeting and could not comment on the changes.
Attendance of nearly 400 people at the special meeting called to approve the changes appears to have surprised all concerned. The meeting was held at the Royal York Hotel in Toronto. Though the original schedule called for the meeting itself to last an hour, it took roughly three times that long.