Process for VANIX Director Candidate Nominations

Dear Vanix Community Member,

The role of the Board of Directors (“Board”) of Vancouver Internet Exchange (“Vanix”) is to provide strategic direction and oversight to help guide Vanix as it fulfills its mandate as an Internet exchange.

At the annual meeting which will be held on April 30, 2018, Vanix’s Members operating through their Designated Member Representatives (“DMRs”) will have the opportunity to elect three individuals to serve as Directors of VANIX for two year terms. As a result, the Vanix Board is seeking nominations to fill those positions. Directors do not necessarily have to be employed by, or otherwise affiliated with, Vanix Members, but they do have to be nominated by a Vanix Member or Director to stand for election.

 We are especially seeking candidates who have governance, financial, legal, technical, industry, fundraising, sponsorship or not-for-profit experience, or other valuable relationships that would benefit Vanix.

Vanix is an organization that depends on volunteers to advance its objectives. Accordingly, Directors are expected to prepare for and attend up to 13 Board meetings per year and generally assist Vanix as volunteers to help build the organization’s capabilities.

As further described below, being nominated by the Board does not in any way guarantee election as a Director. In order to qualify for election as a Director, the candidate must meet the applicable requirements in the Canada Not-for-profit Corporations Act and By-laws of the Corporation.

In order to be considered for nomination by the Board, an individual must have either the DMR for a Vanix Member or a current Vanix Director send an email with a nomination identifying the name and email address of the nominee to with an email copy to the person being nominated.

 The person nominated must send an email accepting the nomination to that also contains the identifying/contact information and answers to all of the questions set out below to by no later than 5:00 P.M. Pacific Standard Time on Tuesday, March 20, 2018. Incomplete and/or late applications will not be considered.

 An applicant’s email must include the following identifying/contact information: Salutation, First Name, Last Name, Address, City, Province/Territory, Postal Code, Email Address, Telephone Number (daytime).

 An applicant’s email must also include answers to the following questions:

  1. Provide a statement of up to 1,000 words in length indicating why you should be elected as a Vanix Director and include relevant biographical information.
  2. Why do you want to be on the Vanix Board?
  3. What specific skills or experiences do you have that make you the best candidate for the Vanix Board?
  4. What do you feel are the top three challenges and opportunities facing Vanix during the next three to five years?
  5. What specific actions do you propose to address one or more of these challenges and opportunities?
  6. Please describe your understanding of the role of a Director on the Vanix Board.
  7. If elected as a Director, can you make the required time commitment to contribute significantly to Vanix in accordance with what is generally expected of Directors?
  8. If elected as a Director, are you prepared to abide by the Vanix Articles of Incorporation, By-laws, Board Resolutions and Policies as amended from-time-to-time?
  9. Do you agree to abide by the Vanix process for candidate nominations for the election of Directors that has been described to you?

 Once the expression of interest phase has closed, the Board will select a slate of those applicants it considers to be the top three candidates as nominees for election to the Board. The candidates will be selected based on the attributes that they possess that will help promote the governance capacity of the board, including their answers to the nine questions set out above. The selection of nominees will be concluded by no later than March 20, 2018 or such other date as may be determined by the Board and those selected to be nominees at the election that will take place at the annual meeting will be notified within 48 hours of the finalization of the slate. Their campaign information will be posted on the Vanix website.

The names and the answers to the questions of successful nominees will be included in the information provided to Vanix members in conjunction with its 2018 annual meeting.

On the day of the annual meeting (April 30, 2018) the Board will present its slate of nominees for election as Directors. Please note that other nominations may also occur at the annual meeting. If that occurs and there is a contested vote for the election of Directors, it is possible that individuals nominated by the Board will not be elected as Directors. Accordingly being nominated by the Board does not in any way guarantee election as a Director.

Vanix depends on individual voting members to contribute to a vibrant, accessible and open Internet in Canada and beyond. If you think you qualify to be a Director of Vanix, or you know someone else who does, we encourage you to approach a Member DMR or current Director for a possible nomination for yourself or other potential candidate. If you are a Member DMR or Director, you can nominate someone else who you know is prepared to stand for election, and that means you can self-nominate as well.

Thank you.



Christian S. Tacit, Secretary

Vancouver Internet Exchange