The Nomination Committee is comprised of the following individuals:

• Colleen Arnold
• Tim Denton
• Heather Dryden (ex-officio member appointed by the Government of Canada)
• Bill Graham
• Rochelle Grayson
• Michael Hrybyk
• Michel Lamontagne
• Stuart MacDonald
• Debi Rosati
• Len St-Aubin
• Andrew Sullivan

From July 1st to August 13th, members can submit their own nominations for the remaining seat. The candidates that then receive enough show of support vote from August 23rd to September 6th will be candidates in the final election. Member voting for all board seats will be from September 19th to September 26th.

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

One issue I noticed is that most of the public comments so far, including Michael Geist, Kevin McArthur and myself jumped on the change that the Nominating Committee is now pre-selecting all of the candidates, which I still believe isn’t that great, but it is worth looking at the background and which changes can or should be done. More about this later today.

Thanks to Paul Andersen, the chair of the CIRA Board of Directors to take some time to talk to me yesterday and outline more of the board’s thought process. He also published a post on CIRA’s blog about the topic yesterday.

As you may remember one point of discussion in last year’s election in the forum provided by CIRA was how to make the election process more democratic and encourage more members and stakeholders to participate in the elections. It appears that the board thinks that this can be achieved by cutting the member nominated and endorsed slate of candidates and also have those selected by the Nomination Committee. The Nomination Committee already had the power before to select the candidates for the majority of the available board sears – 3 versus 1 in the 2011 elections.

CIRA was kind enough to illustrate the change on their site.

The election process before the change:
The proposed election process after the change:

While I understand and welcome the desire to shorten the election process, I will be opposing the suggested change by emailing governance@cira.ca before the May 2nd deadline. Apparently the comments will not be published (at least not directly) but considered by the board.

• Aguiar, Reinaldo
• Escobar, Andrew
• Makuch, Greg
• McArthur, Kevin
• Michlick, Frank
• Moll, Marita
• Villeneuve, Rob
• Walton, Catherine
• Williams, Tom