Minutes of the National Capital FreeNet Board of Directors Meeting held on February 6, 1995 Richmond Room - RMOC/HQ - 111 Lisgar Street Ottawa, Ontario 1. Board Members in Attendance Andrew Patrick Vice President Jean Wilmot Treasurer Al Seaman Secretary Julie Chahal Brett Delmage David Loan Robert Pless Richard Taylor Stephen Toy The meeting was called to order by Andrew Patrick at 7:10 PM. MINUTES OF DECEMBER 20, 1994 MEETING 2. Motion by David Loan, seconded by Julie Chahal that the Minutes as previously circulated be approved. Motion carried. BUSINESS ARISING FROM THE MINUTES 3. There was no business carried over except some items explicitly scheduled in the agenda. AGENDA REVIEW 4. There was a request to add a late item to the agenda. Motion by Andrew Patrick, seconded by David Loan, that the filling of a Board vacancy due to resignation be added to the existing agenda item covering 1995 AGM planning. Motion carried. EXECUTIVE COMMITTEE REPORT 5. Operations Update A summary of the Operations Update as available on-line was provided by Lisa Donnelly. In addition she also commented on some further points. - Special thanks were extended to the group of volunteers who helped with the Post Office hardware donation. - The appointment of Natalie Munroe as a new Volunteer Coordinator was recommended. - A draft job description for the Executive Director was included in the Operations Update. Board members are asked to review it and provide any comments to Lisa Donnelly. - It was noted that someone has published and is selling copies of a booklet titled "Where to "go" on the National Capital FreeNet". This is to be followed up by Lisa Donnelly with emphasis on any question of possible infringement. Motion by Richard Taylor, seconded by Brett Delmage that Natalie Munroe be appointed as a Volunteer Coordinator for a period of one year. Motion carried. FINANCIAL REPORT 6. Jean Wilmot tabled a Financial Report for the period January 1 to December 31, 1994 as previously posted. A copy of the report is attached to these minutes as Attachment 1. We have ended the year with a small net surplus from operations of $15,745. Jean also noted that the audit of the books has started, and the audited Financial Statements should be available for the AGM. BUDGET PLANNING FOR 1995 7. Following the Baseline Budget presented at the last meeting, a more aggressive budget based on an active fundraising program was presented at this meeting. The funding side was presented by Gordon Pearson in a prior posting of the NCF 1995 Development Plan, with some further explanation at the meeting. The Appendix A from that document, which presents the consolidation of all fundraising proceeds, is attached to these minutes as Attachment 2. In addition, Jean Wilmot presented a detailed monthly budget work sheet based on those revenues and the expense of affordable resource expansion. A summary of that data by quarter is attached to these minutes as Attachment 3. Motion by David Loan, seconded by Stephen Toy, that the 1995 Development Plan and the related Budget be adopted. Motion carried. PLANNING FOR THE 1995 AGM 8. Official notice of the dates and form of the Annual General Meeting, and the call for nominations have been posted. The on- line AGM area is also being established. Arrangements seem to be on track. 9. The Secretary has received verbal confirmation from John Ferguson that he will be resigning effective the AGM although his term still has one year more to run. A written confirmation will follow. This will create a one year vacancy that can be filled at the discretion of the Board. Motion by Andrew Patrick, seconded by Julie Chahal, that the Board vacancy created by John Ferguson's resignation be filled by election. Members will cast votes for up to six candidates during the election, and the candidate placing sixth will serve a one-year term. Motion carried. AMENDMENTS TO THE NCF BY-LAWS 10. Richard Taylor in conjunction with others prepared a set of proposed By-Law amendments that would correct some deficiencies and also formalize some of the detail involved in the on-line AGM process. Richard introduced discussion on each proposed amendment. 11. By-Law 2 During discussion on the previously posted amendment to By-Law 2 further change was requested. Motion by Jean Wilmot, seconded by Julie Chahal, that the words "and who have completed a registration as a user of the National Capital FreeNet, who have signed a User Agreement," be removed. Motion carried. Motion, as amended, by Richard Taylor, seconded by Al Seaman, that the present By-Law 2 be replaced with the following words: "Membership in the corporation shall be limited to persons interested in furthering the objects of the corporation, and who have been approved to use an assigned unique account identification. Membership may be suspended or revoked by the Board for non-compliance with the rules and regulations." Motion carried. 12. By-Law 34 Motion by Richard Taylor, seconded by Al Seaman, that By-Law 34 be amended with the addition of the words "Each member in good standing has the right to cast one vote." After discussion it was concluded that the addition was redundant, and the motion was withdrawn. 13. By-Law 7 Motion by Richard Taylor, seconded by Julie Chahal, that the second last sentence of By-Law 7 be changed to read: "Directors must be individuals, 18 years of age or older, with power under law to contract." Motion carried. 14. By-Law 10 Motion by Richard Taylor, seconded by Julie Chahal, that the following clause be added to By-Law 10 "f. if a director misses all meetings of the board of directors, either in person or by other accepted communications facilities, for a period of three consecutive months or three consecutive meetings, whichever time period is longer;". Motion carried. 15. By-Law 30 Motion by Richard Taylor, seconded by Julie Chahal, that By-Law 30 be changed to read: "The annual or any other general meeting of the members shall be held on-line on the National Capital FreeNet system over a two week period on dates chosen by the directors. On-line general meetings shall include at least one unmoderated newsgroup for public discussion of issues.". Motion defeated. 16. By-Law 31 Motion by Richard Taylor, seconded by Brett Delmage, that By-Law 31 be changed to revise the quorum requirements. The last sentence of By-Law 31 shall be changed to read: "One percent (1%) of the membership at the start of the meeting will constitute a quorum. Their presence at an on-line meeting shall be determined by the casting of a vote in one or more of the elections or other votes taken at the meeting." Motion defeated. 17. By-Law 32 Motion by Richard Taylor, seconded by Julie Chahal, that By-Law 32 be changed to remove proxy voting, and the explicit mention of resolutions in writing, since both are unnecessary with on-line meetings. The revised By-Law shall read: "Fourteen (14) days' written notice of any annual or special general meeting of members shall be posted electronically in a prominent place on the National Capital FreeNet system. For any meeting where special business will be transacted, the notice of meeting shall identify an on-line menu area containing sufficient information to permit members to form a reasoned judgement on the decision to be taken. Each member shall have the right to exercise one vote at an on-line meeting. Voting eligibility shall be determined by account number and password." Motion defeated. 18. By-Law 32 Motion by Richard Taylor, seconded by Al Seaman, that another paragraph be added to By-Law 32 as follows: "Members wishing to have special business transacted at a general meeting shall present the business and supporting information to the board of directors so that it may be posted in the on-line menu area used for the meeting. Special business includes: a) motions requiring the resignation of a member (ref. By-Law 5, requires 3/4 of votes) b) motions requiring the resignation of a director (ref. By-Law 10d, requires 2/3 of votes) c) motions requiring the resignation of a member of the executive (ref. By-Law 17d, requires 2/3 of votes) d) amendment of By-Laws (ref. By-Law 37, requires majority of directors and 2/3 of votes) e) motions recommending rules and regulations to the board of directors (ref. By-Laws 34 & 40, requires majority of votes)" Motion carried. CREATION OF A BOARD PLANNING COMMITTEE 19. This item was carried forward from the last meeting as unfinished business. It was agreed that due to lack of time at this meeting it should be deferred further to the next Board meeting. UPDATING NCF VOLUNTEER AND COMMITTEE STRATEGY 20. Lisa Donnelly provided an update to the Volunteer Coordinating Strategy which was previously posted. In discussion, some recommendations were made: - Complaint handling should be added to the task list. - Someone should be looking at security issues. - Lisa recommended that Miranda Gray be appointed as Chair of the Hardware/Software Committee. Motion by Brett Delmage, seconded by David Loan, that Miranda Gray be appointed as Chair of the Hardware/Software Committee. Motion carried. POLICY ON TELNET SERVICES 21. The discussion paper by Andrew Patrick on the subject of developing a policy regarding Telnet services on NCF was carried forward from the previous meeting. Since there was no further discussion desired on the paper, this topic was closed. INTERNET SERVICE POLICY & EQUITABLE ACCESS 22. As the followup to the issues raised in the discussion paper above, Andrew Patrick with help from others drew up and posted a set of four motions to answer some of the issues raised in the paper. These were considered individually as reported below. 23. Identification for Registration Motion by David Loan, seconded by Robert Pless, that the National Capital FreeNet will require a written form of identification to be provided during the registration process. The identification must contain the applicant's name and address. This identification may be a personal cheque that contains the necessary information, or other forms deemed acceptable by the office staff and volunteers, under the supervision of the Executive Director. The Executive Director will report on the status of implementation at the next meeting. Motion carried. 24. Internet Network Services Motion by David Loan, seconded by Andrew Patrick, that the National Capital FreeNet approves in principle the offering of Internet services where financial and technical resources allow, while maintaining and enhancing our local access and information sharing components. The Hardware/Software and Fundraising Committees are tasked with developing implementation principles and priorities, and fundraising targets, for approval by the Board at a later date. Motion defeated. 25. Daily Time Limit In the discussion on the draft time limit motion, there was a motion by Al Seaman, seconded by Julie Chahal, to amend the time limit from two hours per day, to a 15 hour limit in a rolling one week window. Motion defeated. Motion by Stephen Toy, seconded by Robert Pless, that the National Capital FreeNet will implement a two hour per day time limit on all logins to the system during peak times. The allotted time can be distributed in any number of logins during the day, and the current one hour session limit will remain. These time limits will not apply to operational staff and key volunteers, as determined by the Executive Director. The limit can be reviewed and adjusted (up or down) periodically as the Board of Directors wishes. Peak times are to be defined by the Executive Director and the System Administrator. Motion carried. 26. Express Modem Service Motion by David Loan, seconded by Richard Taylor, that the National Capital FreeNet will implement an "express" modem service. Initially, this will involve 9 high-speed modems and a connection time limit of 10 minutes per session. The success of this service can be reviewed periodically by the Board of Directors. Motion carried. OTHER BUSINESS 27. Drafting an Acceptable Use Policy This item was carried forward from the last meeting as unfinished business. It was agreed that due to lack of time at this meeting it should be deferred further to the next Board meeting. 28. Thanks to Out-going Board Members Motion by David Loan, seconded by Richard Taylor, that all out- going Board members be thanked for their contribution to NCF. Motion carried. NEXT MEETING 29. The next meeting will be held on Tuesday March 21 following the AGM. The location is to be determined by the Executive Director. The deadline for agenda submissions is March 14, 1995. ADJOURNMENT 30. On a motion by Stephen Toy, seconded by Andrew Patrick the meeting adjourned at 11:18 PM. ------------------------------------------------------------ ATTACHMENT 1 National Capital FreeNet Statement of Revenue, Expense and Surplus for the period January 1 to December 31, 1994 (accrual basis & unaudited) Actual Budget Receipts Regular Donations 161,180 135,000 Line Sponsorships & Fundraising Projects 38,965 64,200 Revenue from Affiliations (1) 1,483 n/a Public Access Site Cost Recovery (2) 2,738 n/a Government Grants 52,500 50,000 Conference Proceeds & Misc Revenues (3) 32,895 n/a Promotional Item Proceeds 2,973 n/a Deferred Contributions (4) 14,829 n/a ------- ------- Total Receipts 307,563 249,200 ------- ------- Service Expenses Phone Lines (5) 57,420 70,608 ONet fees (6) 14,185 14,445 Conference Expenses 25,981 n/a Cost of Promotional Items 2,515 n/a ------- ------- Total Service Expenses 100,101 85,053 ------- ------- General & Administrative Expenses Office Staff and Office Supplies 41,868 42,200 System Administration 49,449 59,500 Operations/Exec Director & Fundraising 50,662 57,400 Admin. & Professional Fees (7) 14,016 12,000 Public Access Sites 428 n/a Public Relations & Events 968 4,000 Depreciation of Equipment 34,327 n/a ------- ------- Total General & Administrative Expenses 191,718 175,100 ------- ------- ------- ------- Net Surplus (Deficit) from Operations 15,745 (10,953) ======= ======= NOTES 1. Revenue from Network Training Services affiliate 2. Expenses for public access terminal connections to FreeNet host are recovered from the public access providers 3. Includes '93 conference fees received in arrears, and Sutherland's speaker fee 4. Deferred contributions relate to the unrecognized portion of contributed computer, telecommunications equipment and software 5. Actual number of phone lines: 160 Budget: 190 6. Includes $5,445 of the $14,445 ONet fees for May 1/93 - Apr 30/94 and $8,740 for the period May 1/94 - Dec 31/94 7. Admin. & Professional fees include: - printing expenses - bank service charges - accounting & audit expenses - volunteer honorariums - board & committee admin. expenses - insurance National Capital FreeNet Balance Sheet as at December 31, 1994 (accrual basis and unaudited) Actual Budget Assets Current Assets Cash 52,467 381 Current Receivables (1) 32,115 0 Capital Assets, net of depreciation Computer Equipment 75,421 63,558 Applications Software 36,909 0 Telecommunications Equipment 80,644 96,761 Accumulated Depreciation (44,534) n/a ------- ------- Total Assets 233,022 160,700 ======= ======= Liabilities and Equity Current Liabilities Accounts Payable 22,027 n/a Accrued Liabilities (2) 14,214 n/a ------- ------- Total Liabilities 36,241 n/a ------- ------- Equity Deferred contributions, net of amortization 68,825 n/a Surplus 127,956 n/a ------- ------- Total Equity 196,781 n/a ------- ------- ------- ------- Total Liabilities and Equity 233,022 n/a ======= ======= Notes: 1. Includes amounts receivable under the ONIP grant, Industry Canada agreement, prepaid insurance and ONet fees 2. Includes accruals for a terminal server, audit and employee vacation ------------------------------------------------------------------------- ATTACHMENT 2 NCF 1995 DEVELOPMENT PLAN APPENDIX A - SUMMARY Fundraising Summary 1994 1995 Baseline & Projects Actual Budget Q1 Q2 Q3 Q4 Donations from Individuals 158,732 190,004 40,001 50,001 50,001 50,001 FreeNet Connection Sponsorships Renewals of 1993-94 Sponsors 3,000 24,999 7,000 3,333 5,333 9,333 New Sponsors 17,345 21,700 4,900 5,600 5,600 5,600 SIG Challenge/Pledge Program 0 6,300 0 2,100 2,100 2,100 ------ ------ ----- ----- ----- ----- 20,345 52,999 11,900 11,033 13,033 17,033 Benefit Projects (Auction) 18,620 35,000 0 20,000 0 15,000 Affiliations (Training) 1,483 3,000 750 750 750 750 Honorary Council Dinner 0 10,000 0 0 0 10,000 Boutique TShirts,Survival,Beanies 2,973 4,000 1,000 1,000 1,000 1,000 Manual, Cookbook 0 2,000 0 500 750 750 ----- ----- ----- ----- ----- ----- 2,973 6,000 1,000 1,500 1,750 1,750 Ad Pointers 0 1,000 0 333 333 333 Government & Foundation Grants: ONIP 50,000 15,000 0 15,000 0 0 New (Municipal) 0 30,000 0 0 15,000 15,000 System Capacity Project Grants 0 17,844 0 17,844 0 0 Outreach Project Grants 0 49,607 0 49,607 0 0 ----- ----- ----- ----- ----- ----- 50,000 112,451 0 82,451 15,000 15,000 Corporate Service/Area Sponsorships General Corporate Donations 2,448 0 0 0 0 0 Sponsors Services/NCF Areas 0 30,000 0 10,000 10,000 10,000 ----- ----- ----- ----- ----- ----- 2,448 30,000 0 10,000 10,000 10,000 Corporate Equipment Sponsorships (In-Kind) Terminal Servers 0 30,000 0 10,000 10,000 10,000 SPARC Stations Computers 12,000 50,000 0 25,000 0 25,000 Modems 0 0 0 0 0 0 Office Equipment & Furniture 0 8,000 4,800 3,200 0 0 ----- ----- ----- ----- ----- ----- 12,000 88,000 4,800 38,200 10,000 35,000 ====== ====== ====== ====== ====== ====== TOTAL FUNDRAISING: 266,601 528,454 58,451 214,268 100,867 154,867 ====== ====== ====== ====== ====== ====== ------------------------------------------------------------------------------ ATTACHMENT 3 NATIONAL CAPITAL FREENET Forecast of Revenue, Expense and Surplus with Project Funding for each quarter 1995 RECEIPTS Q1 Q2 Q3 Q4 Total Donations 40,001 50,003 50,003 50,003 190,010 Line Sponsorships & Fundraising 12,651 42,116 24,116 53,116 131,999 Promotional Items & Misc. Revenues 1,000 1,500 1,750 1,750 6,000 Government Grants 0 82,451 15,000 15,000 112,451 Deferred Contributions 2,756 5,144 5,769 7,956 21,625 ------- ------- ------ ------- ------- Total Receipts 56,408 181,214 96,638 127,825 462,085 ------- ------- ------ ------- ------- SERVICE EXPENSES Phone Lines - existing 12,420 12,420 12,420 12,420 49,680 Phone Lines - new 1,460 11,482 14,238 29,470 56,650 ONet fees 3,611 4,945 5,611 5,611 19,778 Cost of Promo Items 500 500 500 500 2,000 ------- ------- ------ ------- ------- Total Service Expenses 17,991 29,345 32,769 48,001 128,108 ------- ------- ------ ------- ------- GENERAL & ADMINISTRATIVE EXPENSES Office Staff & Supplies 8,705 8,105 8,005 8,105 32,920 System Administration 12,603 12,603 12,603 12,611 50,420 Exec.Director&Supplies 13,875 13,875 13,875 13,875 55,500 Fundraising Costs 14,147 14,147 14,147 19,147 61,588 Admin.&Profsnl. Fees 5,244 3,495 3,645 3,495 15,879 Relations & Events 250 250 250 250 1,000 Public Access Sites 100 12,601 12,601 12,601 37,903 Depreciation -Equip. 10,228 13,547 14,972 20,947 59,694 ------- ------- ------ ------- ------- Total General & Admin. 65,152 78,623 80,098 91,031 314,904 ------- ------- ------ ------- ------- ------- ------- ------ ------- ------- Net Surplus (Deficit) (26,736) 73,245 (16,229) (11,207) 19,073 ------- ------- ------ ------- ------- ------- ------- ------ ------- ------- NATIONAL CAPITAL FREENET Forecast Balance Sheet with Project Funding Quarterly for 1995 ASSETS Q1 Q2 Q3 Q4 Current Assets Cash 17,562 76,236 63,401 11,575 Current Receivables 0 0 0 0 Capital Assets Computer Equipment 78,064 103,064 103,064 153,064 Telecom. Equipment 80,788 103,588 126,388 171,988 Business Equipment 4,800 10,100 10,100 10,100 Accum. Depreciation (50,685) (64,232) (79,204) (100,151) --------- -------- -------- -------- Total Assets 130,619 228,756 223,748 246,575 --------- -------- -------- -------- --------- -------- -------- -------- LIABILITIES AND EQUITY Current Liabilities Accounts Payable 1,354 1,354 1,354 1,354 Accrued Liabilities 13,365 4,701 11,191 17,681 --------- -------- -------- -------- Total Liabilities 14,719 6,055 12,545 19,035 --------- -------- -------- -------- Equity Deferred Contribns 44,100 82,300 92,300 127,300 Amortization of Def Contributions (19,992) (25,136) (30,905) (38,861) Retained Surplus 91,792 165,537 149,808 139,102 --------- -------- -------- -------- Total Equity 115,900 222,701 211,203 227,541 --------- -------- -------- -------- --------- -------- -------- -------- Total Liabilities & Equity 130,619 228,756 223,748 246,575 --------- -------- -------- -------- --------- -------- -------- -------- Statistics and other Key Success Factors No. Registered Users 36,500 41,000 45,500 50,000 No. Telephone Lines 170 234 298 426 Users per line 215 175 152 117