Minutes of the National Capital FreeNet Board of Directors Meeting held on November 7, 1993 Room 104, Ottawa Police Station 474 Elgin Street, Ottawa 1. Board Members in Attendance David Sutherland Chairman Andrew Patrick First Vice President John Ferguson Second Vice President Jean Wilmot Treasurer David Loan Robert Pless Al Seaman Tony Smyth Richard Taylor Stephen Toy Jay Weston Minutes recorded by Al Seaman 2. The meeting was called to order at 1:10 PM by David Sutherland. This was a meeting to deal specifically with the issues around the forthcoming Board election and Annual General Meeting. WHAT POSITIONS WILL BE OPEN FOR ELECTION? 3. The issue is that at the first election in December of last year it was not made clear which positions were for terms of one, two and three years as called for in the By-laws. There are two schools of thought; a) that there was an undocumented intent that all Directors in this first Board had a one year term, and that the three year rotation cycle would commence with the next election, and b) in the absence of a defined mechanism in the By-laws to implement the rotation cycle, the Board is at liberty to define a mechanism now which will define five vacancies each for the coming election and for future elections. Discussion included many related topics; does the current Board have an extended mandate, the need for some degree of continuity through elections, etc. 4. Motion Richard Taylor, seconded by David Sutherland: "That all current members of the NCF Board of Directors resign their positions so that at the Annual General Meeting an election can be held, and a Board can be elected for designated 1, 2 and 3 year terms as described in Article 9 of the By-laws." Motion Defeated. 5. Motion by David Loan, seconded by Jay Weston: "Be it resolved that one-third of the positions on the NCF Board of Directors be elected in this election for a three year term, and that the President poll members for their preference as to a 2 year or 3 year term, or for resignation effective at the next Annual General Meeting, and that he resolve any insufficiencies by lot." Motion Carried. WHO WILL BE ELIGIBLE TO VOTE IN THIS ELECTION? 6. The issue is that Article 2 of the By-laws specifies that a member of the corporation (who is entitled to vote) shall be anyone "whose application for admission as a member has received the approval of the board of directors". Up to now the Board has neither defined a mechanism for membership approval, nor approved any specific members. 7. Motion by Andrew Patrick, seconded by David Loan: "That `Member of the Corporation' be defined as any registered user of the National Capital FreeNet." Motion Carried. HOW WILL THE VOTE BE CONDUCTED? 8. The issue is that the present By-laws call for a traditional physical meeting at a defined time and place, and calls for votes to be cast by members present, or allows members to appoint a proxy to vote on their behalf "by means of a written proxy". This mechanism is impractical for a membership of 11,000+, and some way should be found to allow an electronic vote instead. Article 40 allows the Board to prescribe "such rules and regulations .... as they deem expedient", and is a means for implementing rules for an electronic Board election. These rules would need to be confirmed by a vote at the Annual General Meeting. 9. Motion by Andrew Patrick, seconded by Jean Wilmot: "That the AGM be held on-line over a two week period, and that vote gathering be done electronically." Motion Carried. WHO WILL SUPERVISE THE ELECTION? 10. There are many aspects to an election that need to be planned and executed; notice of election, call for nominations, ballot preparation, distribution of pre-election information, collecting votes, reporting results, etc. It was agreed that John Ferguson would put together an ad hoc committee to define the details of the electronic election process, and to supervise that process. WHAT WILL BE THE DATE OF THE ELECTION? 11. Our fiscal year runs to the end of December 1993. In order to have time for preparation of financial statements and other reports for the Annual General meeting, it seems appropriate to delay the AGM and the Board election until some time after the end of the fiscal year. 12. Moved by David Loan, seconded by Andrew Patrick: "The date of the Annual General meeting and election be set for the period from February 1 to February 14, 1994." Motion Carried. HOW WILL THE ELECTRONIC ANNUAL GENERAL MEETING BE HANDLED? 13. There are many details that need to be planned and executed in order to implement an electronic AGM. Andrew Patrick agreed to form an ad hoc committee to develop and manage the process for the electronic AGM. ADJOURNMENT 14. The business related to Board election and AGM having been completed, the meeting adjourned at 2:35 PM. RECONVENED MEETING 15. It was noted that one additional item needed a decision, and with a quorum still being present, the meeting was reconvened at 2:45 PM. 16. Board Members in Attendance David Sutherland Chairman Andrew Patrick First Vice President John Ferguson Second Vice President Jean Wilmot Treasurer David Loan Al Seaman Richard Taylor Jay Weston 17. In order to handle the volume of donations arriving at the NCF office with security and convenience, it is appropriate to change our bank account to one at the Carleton campus branch of the Bank of Nova Scotia. 18. Moved by Jean Wilmot, seconded by David Loan: "That an account in the name of NCF be kept at the Bank of Nova Scotia". Motion Carried. ADJOURNMENT 14. The business related to change of bank having been completed, the meeting adjourned at 2:50 PM.