Comments on the proposed CIRA governence changes

Sorry for not posting this earlier – here are the comments that I submitted to the Board of CIRA last week as comments on the proposed governance changes – unfortunately after the deadline though. Looking forward to hearing your opinion in the comments.

Dear CIRA Board:

I apologize for submitting those comments late, but hopefully you can still consider them. I had some pressing matters this week that needed to be attended to first, but still wanted to put my thoughts “out there”. I would like to thank Paul Andersen for taking some time to talk to me about this matter from his perspective. Thank you for the opportunity to comment.

As a CIRA member, domain registrant, consultant to registries, registrars & registrants, as a small business owner with domains and board election candidate in last year’s election I would like to add my comments to the current discussion regarding the proposed CIRA governance changes.

In summary I oppose the changes as proposed.

From my perspective, the selection of the Nomination Committee (NomCom) and the selections of the committee have been an invisible process, so naturally I don’t feel very comfortable with a proposal that gives the NomCom even more power before making it more transparent. Hence I must oppose the proposed changes.

However there are also points in this proposal that I feel I can support – so here are some comments regarding the proposed changes.

1) I support the reduction of the size of the board from 12 to 9 Directors – compared to the size of CIRA itself the board seems like a large component. However I would not make the board any smaller than this, considering the importance of the public resource that is being managed here.

2) I support the introduction of term limits.

3) I support the change from the ex officio Directors to Board Advisors as required by law.

4) I support keeping the 7 day voting period as proposed.

5) I oppose putting the selection of the entire candidate slate into the hands of the NomCom.

Even though the summary for the changes makes it sound like the process of nomination of the candidates would be a _more_open_ process than today, I cannot seem to find any evidence that this will be the case. There appears to solely be a single small change in section 6.01, which refers to the NomCom, namely the addition of a Director from the Board. The opening of the process needs to be more detailed and defined before I would even consider supporting a significant change like this.

6) Voters list now closes 21 days before the AGM – unfortunate, but apparently this is required by the changed law.

7) I support and applaud the proposal to make the annual financial statements available online.

I am not a lawyer, so I’m not sure if the changes are really required through the change of the Not-For-Profit act and have not had time to review the changes in the act. I do understand though that the proposed changes with regards to the election process are in line with how many other Not-for-Profits are governed, however I think the special role of CIRA does require a more open approach.

When reviewing the changes, it appears the need was born out of a perceived threat that 3-4 seats of the board could be taken over by a special interest group over the course of several elections. As Paul Andersen mentioned when I talked to him,  the key question here may be the supposed function and expected function of the board and CIRA itself. What is the composition of the board that is needed for CIRA to reach its and its stakeholder’s goals? I expect this discussion to continue this year.

Some key points that I also like to highlight, as I will also be publishing this on my FrankForCIRA.ca blog, that I am sure the board is aware of:

* As I understand it, if a candidate is supported by 5% of the membership, the board/NomCom will have to add them to the election slate.
* The membership base can force new elections and elect different Directors.
* The membership can also remove an Director in a special meeting.

I would love to see a broader and _public_ discussion of the topic and would love to see CIRA embrace this openness even more than it has so far – there has been some movement in the right direction, but it’s too limited for my taste. Unfortunately we know that participation in CIRA hosted discussion forums has been relatively low and maybe for this reason CIRA decided not to host a forum for this very significant change. I for one think that this is not a decision where feedback should be reviewed behind closed doors, even if there’s still a vote on the topic at the AGM.

My suggestion is to split the changes in two parts in order to have enough time to bring everyone onto the same page and first only implement changes that are required by the changes of the law and     allocate some more time for a broad discussion of any additional changes.

Thank you for reading/listening,
Frank Michlick

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