Guest post by Paul Andersen, Chair of CIRA’s Board

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Last month, CIRA initiated a Member outreach regarding proposed changes to its governance structure and processes. The catalyst for acting at this time is modifications made by the federal government to legislation governing not-for-profits. CIRA isn’t the only organization changing its governance structures and processes; all federally incorporated not-for-profits have to do the same.

I have been a part of CIRA’s Board since near the organization’s beginning. Over the past 10 years, I have seen a lot of changes in both the organization and the environment in which it exists. CIRA has grown and matured. Now approaching two million .CAs registered, CIRA is one of the fastest growing registries in the world. We no longer talk about CIRA becoming a world-class registry; CIRA is a world-class registry.

This means that over the past decade the role of CIRA’s Board has changed. In the early days of the organization directors were, out of necessity, much more hands on. The initial elected board almost equalled the number of staff we had! Until the board was confident CIRA had sufficient capacity to effectively manage the .CA registry without that level of support from the Directors, we had to take a more active management role.

That role is now in the past and the industry has changed. CIRA is now a much more mature organization with a highly capable staff. CIRA needs to continue to evolve its governance to continue to build the organization. The Board feels that the time is right to propose changes to our governance policies and processes to do just that.

We are proposing a single slate of candidates for the Board election through a nomination committee, comprised of some key stakeholders from the Canadian Internet community. We have had a nomination committee for a long time now. One of the criticisms has been that it has not operated in a transparent manner. We are addressing that criticism through several changes which are documented in the proposal. The idea of a nomination committee isn’t a new one, nor is it uncommon in the Internet governance world. ARIN, ISOC and ICANN – all organizations at the heart of Internet governance – all utilize a nomination committee in the selection of their directors; and it is widely recognized as a best practice for not-for-profit governance.

Even though we are proposing to move to a single slate of candidates, the fact is .CA Members are still at the core of our governance. Members control our by-laws and are the only people who can vote for Directors. Members can also run for the Board (and, in fact are encouraged to!) by applying to do so through the nomination committee process. There are also mechanisms that allow individuals to make proposals that would allow a Member to be added to the ballot, provided there is a sufficient support of the membership (currently this is defined as five per cent, but an area we are hoping to gain feedback on).

As a world-class registry CIRA requires a strong Board of Directors. To do that we need the best people, and to get the best people, we need governance structures and processes that are in line with the maturity of the organization and of the industry as a whole. We are ensuring that our actions are transparent and that we are keeping our .CA Members fully informed and engaged. That’s why we’re looking to you to let us know what you think. We welcome any and all input from our Members on the proposed changes.CIRA is a member-based organization, with a mandate to manage .CA as a key resource for all Canadians, .CA users will have the final say on any changes that are implemented.

In short, we are proposing to simplify the process for electing Directors, to reduce the size of the Board and to add much greater transparency to the already existing Nomination Committee process. We hope this governance structure and process will guide CIRA through its next decade as a world-class domain name registry.

We have been working hard at engaging a wider range of stakeholders in our activities. Over the past two years we’ve increased engagement with .CA Members and have created a Policy Advisory Committee, comprised of both Directors and stakeholders from outside CIRA to provide expert advice in a variety of areas. We’ve also initiated some grassroots initiatives to facilitate dialogue on issues of Internet governance with average Canadians through events like the Canadian Internet Forum (CIF). The CIF has been highly successful, engaging Canadians from coast-to-coast-to-coast in a dialogue about Internet-related issues of interest to them.

The changes we are proposing are difficult. The Board has engaged in much effort and debate on governance reform over the last three years. We have made some difficult decisions in proposing these changes, and want to hear from you to see if we got them right. That’s why we are consulting with .CA Members.  I urge you to step back and look at the changes as a whole, and I hope that you will see that this is major step toward improvement.

Whether or not you support the proposed changes, the most important thing is to tell us what you think. Get involved in the discussion – review the proposed changes and related materials here and let us know what you think by emailing us at governance@cira.ca.

I thank you in advance for your feedback.

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  • http://votermedia.blogspot.ca Mark Latham

    The new federal legislation may require changes, but it doesn’t require this change. The industry and CIRA have grown, but that doesn’t mean we should make the board less accountable to CIRA members. Growth makes accountability all the more important.

    There are many ways to use a nomination committee. Giving a board-appointed committee veto power over member nominations is not a “best” governance practice. It’s a way of entrenching an insider board by letting it choose its own successors — one of the worst governance changes I can imagine.

    Yes, members would still be the only ones who can vote for directors, but that is of limited value if the board-appointed committee controls nominations.

    It’s fine for a nomination committee to give us CIRA members their opinions on director candidates (in an online forum, not on the ballot), but having received that advice, we should be free to choose the directors we consider best. The best directors are those that serve the interests of CIRA members and all users of .ca domains. Undermining members’ ability to choose directors means we are less likely to get the best directors.

    In short, you are proposing to shift power from CIRA members to the board, making the board less accountable to members and to .ca domain users.

    For more of the reasoning behind the above views, and proposals for democratic ways of improving our director selection process, please see these blog posts:

    http://votermedia.blogspot.ca/2012/04/keep-canadas-internet-democratic-oppose.html

    http://www.unrest.ca/comments-on-cira-governance-update

    http://www.michaelgeist.ca/content/view/6451/135/

  • Confused

    I’m confused. Is this the same Paul Andersen that ran as a member nominated candidate in 2007 and was elected by the members? If so, you thought the system was good enough to get yourself elected but now you want to eliminate it? And while you’re working on eliminating things, how about eliminating the $16,000 you pull in each year as chair. If the board is less hands on as you say, then a reduction in pay might be in order.