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Providing a list of members to fellow members?
The Canada Not For Profit Act (CNPA) allows and promotes members to engage in conversation among themselves, to discuss how their agent – the Board – is performing. That is both a government policy as well as a norm.
@each candidate. Do you support that policy and norm or find it inappropriate? .
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13 Replies
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I’d really like to hear the candidates answer this question. It is completely essential that candidates running for office be able to contact voting members in order to mount a campaign. Is there some kind of controversy over a foundational Canadian democratic principle?
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excellent point and one that many candidates and incumbent board directors skirt, not wanting to offend CIRA. Cowering! It is a matter of law – the CNPA – allows it but CIRA creates barriers. Who believes that it should cost $500 to provide an extract from software that has that feature built in. It should take 5 minutes, maybe? CIRA has provided that list free of charge for 25 years so why now the change?
By the way I offered to give a $500 donation to charity and show the tax receipt (produced at no cost by a charity) to get that list. CIRA did not reply. Nonetheless proof positive that it has nothing to do with cost recovery but yet again, another measure to stifle access, contrary to law and democratic artic of participation
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I’m confused how obtaining every member’s contact information is a ‘foundational democratic principle’. For federal or provincial politics, running for office does not entitle one to every citizen or resident’s contact information, and yet candidates are able to mount effective campaigns. Nonetheless, I have recently learned that members obtaining lists, with contact information, for all members is (apparently) part of the CNFPA (although I’m not clear on whether this is a requirement or something an NFP is permitted to do). While I think if it is a requirement that the law that should be changed, if it is indeed a hard requirement in law, then that law should be followed as the law was intended to be applied, whether it is as I would prefer or not.
I will note, it is imperative if the list is in fact required to be given to any member who requests it, that there are means to determine which member used the list, and in what fashion, in order to ensure the member requesting the list uses the list as intended by law, and only for the purposes intended by the law, and that CIRA proactively protect the membership from misuse of the list.
To be honest, seeing Alex’s complete inability to adhere to the rules of order for the AGM, taints my view on ’causes’ he promotes. It doesn’t help that the platform wasn’t working perfectly (I suspect due the alleged Indian cyber-attacks against Canadian targets, in the wake of the allegations around the recent high-profile political assassination in Canada) leading those prone to suspicion to presume intentionality around the issues, on CIRA’s part, particularly in light of the implied allegations and innuendo from Alex.
From what I can piece together, it seems that Alex has spent years railing against CIRA’s management team due to his apparent belief that CIRA is (at least) being horribly mismanaged, and this is being covered up by management, successive auditors, and successive waves of board members, all of whom are either ‘in on it’ or incompetent. It sounds like a conspiracy theory to me, not like something for which there is genuine evidence or truth.
I’m not clear what motive he ascribes for this behaviour, since if the accusation were one of significant amounts of money being funnelled out of CIRA, there would be police involvement already. Not only due to FINTRAC, failed audits and so on, but because that were the allegation for which there was a shred of evidence, Alex would have gone to the police and an investigation done.
So, I’m at a loss as to why Alex thinks there is malfeasance going on, what it is, and the motivation behind the suspected activities.
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Given that you admitted being “confused” and “at a loss”, allow me to set the record straight and my apologies if I sound like I am mansplaining things, Daniel.
In fact, I did follow the rules of order as well as the law and other norms of governance; you fail to say how I didn’t follow them BTW. Just an accusation that is ill-founded! CIRA did not. FYI, I even talked to Hartley R. Nathan Q.C, the author of the rules having taken the authorship over from Wainberg (upon his death).
The basic tenet of all such rules is that a meeting is a democratic process, and the Chair facilitates democratic order, allowing all to speak in turn and that all decisions are made by the assembly; no decisions are made by the Chair. That was not done! The Chair, this year and last, thought she was managing an unruly mob and imposed her will and not the members will – your viewpoint notwithstanding.
A meeting of shareholders or members must be femocratic and follow all the norms of civil society. One of those norms is that we must know each other, to have a conversation as well as validate each others full participation. Last year, for example, we had CIRA staff milling about, with full access possibly.
I agree with you that the software wasn’t working well enough. I do note that I attend meetings – board and assembly – using proven – not experimental – technologies such as ZOOM and Teams. Do you wonder how an IT shop such as CIRA couldn’t find an IT platform that worked or did not know how to make it work? How many members struggle with its use throughout the 2 hour session?
The CNPA (not CNFPA) is clear on requirements but CIRA skirts the law, as well as creates unnecessary barriers to members participation. NFP members have similar rights to shareholder of a For Profit corporation. Moreover, the law – CNPA – is based on the commercial version, incorporating the basic principals throughout. So given your expertise in law and business you can advocate to change the law and I am happy to give you their coordinates having spent much time with them already.
I hope you realize that CIRA is a not for profit corporation that pays no corporate taxes. It was created for a special mission – to manage the “.ca” domain registry. Certainly not to gallivant about the Caribbean and elsewhere, while flying business class everywhere, pretending that others will follow. Members realize that travel expenses have shot up!
Do you care that CIRA has provide both misinformation and disinformation?
Do you care that CIRA touts that they are a world leader but in fact they only manage 3 ½ million domains out of more than 150 million ccTLDs? Do you know that DENIC operates 16 ½ m domains with about the same number of staff as CIRA? Do you care if the CEO is making more than $200K? Or $500K? If the latter, shouldn’t you know what it is? In law, all for profit corporations – the standard and norm – is full disclosure of executive compensation? What is CIRA hiding?
You will only know better, once CIRA reveals all, as sunshine is the best disinfectant, puffery notwithstanding. You may not care but many CIRA members do, and I have the stats.
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Sorry Alex, this time you’ve managed to avoid mansplaining as I am a man; you have only been unpleasant and condescending. Never fear though, your previous comments such as “stick to its knitting” and “diversity is important but not a diversity of competence”[1] makes your misogyny and cultural prejudice clear enough. Which is at odds with the ‘binder letter’, which reads, in part, “ensuring an appropriate balance of representation, accountability and diversity on the Board of Directors for all categories of stakeholders”.
One of the basics of rules of order is one follows the agenda and format once that agenda and format have been moved, seconded, and passed, as occurred at the meeting. You insisted on doing things your way and prefacing your questions with lengthy monologues and opinions, which were not necessary to ask the questions. As the chair repeatedly indicated there was opportunity for comments after the questions, so you ignoring the format was unnecessary and unwelcome. You say, “your viewpoint notwithstanding”, however I warrant that Pedro would agree, along with many members who feel you waste the time of the assembly.
Re: “Zoom and Teams”; this section of your comment clearly demonstrates your lack of technology and technology professionals.
As for CIRA making the platform work, CIRA was not operating the backend software, it was the third-party vendor. In addition, I am waiting to see if, based on the request in the evaluation survey by members such as myself who request it, there is a post-mortem on what was the source of issues with the platform. For myself, I suspect it is related to the ongoing cyber-attacks against Canadian targets, particularly in Ottawa. (It’s been enough of a problem to make into the mainstream news).
Re: CIRA’s mission. And here we go with the innuendo and allegations that CIRA is being mismanaged. The funny thing is, as a member of local NFP organizations, and closely following the local council, I have seen kinds of belief systems around supposed corruption and self-serving behaviour. It’s especially egregious in the case of an NFP where I volunteer, and am a member, where I have witnessed how the Executive Director has dedicated her life to the mission of the NFP, going far ‘above and beyond’ what is expected of an ED and the compensation package she receives.
In any event, the point is you seem to believe yourself to be a superior expert in law and business, and yet are making the same errors as folks with no business or legal knowledge.
You, as a self-identified expert, ought to be aware it takes more than a random person saying, “those numbers are too high”, and when given an explanation, claiming that it’s a bogus answer and a cover-up.
Now, if you have reasonable comparators (comparing CIRA to the YMCA, for example would not work), and there are many issues which significantly out-of-line, you begin to have a case for doing more investigation.
Likewise, with CEO compensation, I may have the political view that CEO and executives are more highly compensated than is close to fair, but I also understand that finding talent is highly competitive, and that unless the membership gives clear direction (e.g. a motion made and accepted at the AGM) around changing the basis for setting CEO compensation, the standard and norm for setting compensation is a committee such as the ‘Compensation and Review’ committee, sometimes with advice from a third-party consultant.
Further, I note that in 2020 the motion: “CIRA should disclose NEO compensation – base salary, all bonuses, all benefits, and including severance package – of all executives reporting to the CEO earning a total annual compensation greater than $150,000 as set out in CIRA’s annual statements.” was defeated by the membership at the AGM.
Finally, it is common practise with local NFPs to have such a committee and to protect privacy of the exective team, so I strongly question your claims around norms and standards in this area. If anything, I would argue that this is an area of public discussion and debate, and that the outcome and choice is not clear at this time.
[1] To be clear, having competent board members is important; that is not the issue. The issue is your implication that ‘outsider’ groups are inherently not as competent and are only being considered for diversity reasons, rather than the reality that when candidates are of similar qualifications, that it is valid to seek a range of backgrounds and experiences.
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I had offered to take this discussion offline as your points deserve a rebuttal. Your public innuendos about my innuendos are ill founded.
By way of background, the firm I founded was one of the top 10 employers in Canada – not just NCR or Ontario. We had a sterling HR record. So, no misogyny or cultural prejudice. We were diverse as 50% of the executive team were women. We had diversity but never in competence! I also have worked at the executive level for about 3 decades in Ottawa so know the IT market well here; but not for the Ottawa Waterloo corridor because it only exists in CIRA’s mind.
If you attended last years AGM, you heard that the Board Chair appointed herself to chair the Compensation Committee, hand selected its members and presented no comparators for the Board to allow them to make an informed decision, simply what she wanted. While you reference a “political view”, my lens is a business and governance one. Realistically, how difficult is it to run a registry that many consider both a commodity and a monopoly?
You should ask yourself why must all publicly traded companies declare the full compensation packages for the CEO and NEO? What makes the NFP different other than as a not for profit it pays no corporate taxes?
Do you really think that CIRA is transparent and acts as though it is accountable to its members or is it being run for a small select subset?
FYI, I am very familiar with many rules of order. I tried to make a comment right at outset of the meeting as the agenda was being discussed (was it?). I was only allowed in towards the end!
Do you worry that CIRA is in violation of the Canada Not For Profit Act (CNPA)? Are you of the belief that getting a list of members and paying $500 is reasonable as a cost recovery, even if that money is donates to charity (proving it has nothing to do with cost recovery!)
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Hey Alex, you complain that CIRA refused you the membership list.
Had you signed and sent to CIRA the declaration outlined in the Act in Section 23?
https://laws-lois.justice.gc.ca/eng/acts/C-7.75/page-3.html
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Contents of statutory declaration
(5) The statutory declaration required under subsection (1) or (2) shall
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(a) state the name and address of the applicant and, if the applicant is a body corporate, its address for service; and
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(b) state that the list of members or the information contained in the register of members obtained under subsection (1) will not be used except as permitted under subsection (7) or (8).
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Person making statutory declaration
(6) If the applicant is a body corporate, the statutory declaration shall be made by a director or officer of the body corporate.
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Use of information or list by members
(7) A member or a member’s personal representative who obtains a list of members or information from a register of members under this section shall not use the list or information except in connection with
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(a) an effort to influence the voting of members;
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(b) requisitioning a meeting of members; or
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(c) any other matter relating to the affairs of the corporation.
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Also, you refused to pay CIRA, although the Act states:
On payment of any reasonable fee and on sending to a corporation or its agent or mandatary the statutory declaration referred to in subsection (5)
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The Act makes no mention of paying a third party in lieu of the corporation. Whether $500 is reasonable? For that I would need to hear from CIRA as I find your interpretations and allegations unreliable as a basis for determining fact from fiction.
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I would also note that the Act does not specify that the payment for the list is for cost recovery, merely that the required payment be ‘reasonable’. Neither does CIRA claim it is for cost recovery, they merely say it reflects the amount of time and effort to produce the list. You have chosen to infer that there is a cost recovery element here, that is not stated in law nor by CIRA. This contrasts with laws around FOI requests, which are clear that the cost should be that of producing the requested documents, redacting where required by law, (e.g. for privacy or classification reasons) and making them available to the requestor.
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Correction: the Access to Information Act doesn’t discuss the cost factor, which has resulted in lawsuits about whether excess fees amount to deemed refusal.
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Looking further, at the federal level there are accompanying regulations which lay out the fees, and that the fee structure has been simplified in recent years to deal with this issue. Not sure what the situation from province to province. Access to Information laws only apply to government AFAICT.
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I don’t suppose you have a reference for the claim “All public corporations must report…”.
I do not see such a requirement in the Canada Business Corporation Act or Regulations except possibly by reference to the Canadian GAAP (in which case if you would point to the page in the appropriate book, and provide an excerpt from the requirement, it would be much easier to verify your claim).
https://laws-lois.justice.gc.ca/eng/regulations/SOR-2001-512/page-1.html
https://laws-lois.justice.gc.ca/eng/acts/C-44
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There are multiple threads/questions/comments that need addressing (least of which why are you up at 1:26 am fussing about CIRA Forum).
While I am not as Tek Savvy as you, I know that the list of members is kept on a dedicated platform – not on paper Rolodex cards – which has a feature to extract the list (CSV or XLS format). How long should that “reasonably” take? And then send an email as an attachment?
If not cost recovery why $500? Note that CIRA has provided that list for 25 years without any cost. Why now? And “what for” given that the money was going to be donated anyway? Would a reasonable person expect that to be $500?
The CNPA also allows a member to come in to the office and take an extract of the list. I assume that CIRA staff should babysit that member for the 5-10 minutes. What woudl be a reasonable cost to do that? Just your opinion.
BTW, I offered to give CIRA the tax receipt of $500 for a list of members. I also offered to come into the office as per the CNPA to take that extract (or have my representative do so). Silence, but fully transparent and accountable, just MIA.
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Daniel, (not Danielle)
The other question was about why publicly listed (not public) companies must disclose executive compensation. Every person and corporation must confirm to a whack of laws – not just one.
The short answer is that securities commissions require each publicly listed companies to disclose executive compensation – as a condition of being publicly traded. These commissions ensure that the capital markets work – in public interest.
The longish answer is that all publicly traded companies are accountable to their shareholders. Those shareholders make capital investments and need to know how their money is spent (and certainly not on excessive executive compensation). Ditto for private corporations although not regulated by securities commissions; investors need to know how their money is being spent.
Another category of corporations is not for profit. They (almost without exception) have no shareholders (by exception some do) but have members who have equivalent rights.
If you want to learn more reach out to me by email or phone and I am more than happy to discuss further.
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