Minutes of a Meeting of the Board of Directors of the National Capital FreeNet held on December 18, 2000 at 7:00 PM at the RMOC - Billings Room 111 Lisgar Street Present: Graeme Beckett President aw958 GB Sandy Campbell dt820 SC Jessica Cohen Secretary aa724 JC Miranda Gray 2nd Vice-President ak717 MG Seline Herz-Fischler 1st Vice-President as370 SH Mark Mielke al278 MM David Millman Treasurer aa342 DM Staff Present: Christopher Cope Executive Director bz787 Sheila C. Alder Administrative Coordinator bw306 Andre Dalle System Administrator al178 Guests: Marissa Bovey bh590 Jim Elder aa456 Chris Hawley ah654 Mike Kenzie ba600 Aloha Lafrance ai747 Jules Lafrance ab388 Kim Martin guest Scott McBride en064 Robert Rattey ac866 Nicole Richard em446 James Schofield dj271 Michael Phillip Sinclair dg696 Richard Webb dw413 Minute-Taker: Joan Robertson cw055 1. INTRODUCTIONS The meeting was called to order at 7:10 p.m. with Miranda Gray acting as Chair, and Jessica Cohen as Secretary. 2. Approval of the Minutes Sandy said that he had corrections for the minutes. As they were submitted to Graeme rather than Jessica, Jessica had not received them to amend the minutes before the meeting. Graeme will forward Sandy's corrections to Jessica, and the minutes were deferred to the January meeting. 3. Review of the Agenda Item 5d) Pilot Project for Providing Computers (Sandy Campbell) was dropped as Sandy had nothing new to report. The Volunteer of the Month presentation was held in the middle of old business to give Graeme time to sign the certificates. Item 7e) NCF's focus, 7g) Search Committee, and 7i) Reporting Mechanism were spoken to by Graeme. Item 7h) Representation was spoken to by Seline. Item 7j) Deferral of renewals was withdrawn by David, as he and Sandy were going to work on getting a new renewal draft letter out within a week. 4. Volunteer of the Month and Year Presentation The volunteers of the month for 2000 were: January: Paul Tomblin (ab401) February: Joan Robertson (cw055) March: Bev Brookes (dk990) April: Sandi Marie McLaughlin (db975) May: Natalie Munro (aa966) June: Ray Girard (em667) - Posthumously July: Jean Wilmot (aa145) August: Fiona Hammond (ed491) September: Marissa Bovey (bh590) & Scott McBride (en604) October: Micheal Mei (bi195) November: Deborah Case (en569) December: James Schofield (dj271) The volunteer of the year for 2000 is James Schofield. Congratulations all, and thanks for your support and hard work! 5. Old Business 5a) Hi-Tech Directory Proposal (Richard Webb) Two drafts have gone back and forth between Richard and Chris, a final draft is still being worked on. Richard asked who was going to work with him on this with Chris leaving. Mark was previously named as part of the team as a backup, but he has not been highly involved. Graeme volunteered to work with Mark and Richard on this. Chris will send copies of the drafts to date and related correspondence to Graeme. Jessica requested copies as well. ACTION: This item will return to the agenda in January. 5b) Draft Budget (David Millman) Postponed to the January meeting, as several items on the agenda for this month may affect the budget planning process. 5c) Review of Policies (Jessica Cohen) Jessica explained that this item was on the agenda as it had previously come up in October, when Miranda suggested reviewing the time limits policy, to be discussed at the December meeting. This item will be bought forward to the January or February meeting. 6. REPORTS 6.a) Treasurer's Report (David Millman) David distributed copies of and presented the Treasurer's Report. Donations from new registrations is 2/3 of budget, an amount that has been consistent all year. Donations from renewals is up 1.5 times budget amount, overall revenue from donations is up, about $9100 versus a budget of $7800. Operating expenses are close to budget. Miranda asked about the budget $14000 from last month, David replied that the budget assumption had been based on being further along in the Thin Client project than we actually are. 6b) Executive Director's Report (Chris Cope) Chris distributed copies of and presented updates on the Executive Director's Report. Modem challenge: The modem challenge contest closed at $12000, close to $15000 objective. 237 new members were signed up, average is 100-150 per month so the higher number last month may have come from the modem challenge contest. Modem reliability: We have received some preliminary documentation on firmware for the RAS1500's. Still seeing some ring-no-answers, and disconnects on 520-1130 (Annex2). The 1130 lines are only cascaded to after the 1135's. Miranda asked for an update on Mitel. Chris replied that a study was being done, we may lose some of the daytime lines. Currently we have 44-46 lines. As in the evening the lines are not in use by the company, it is not expected that we will lose any evening lines. Thin Client: A letter has been signed, we now have an ASP licence. Significant thing is that this is a licence for all members NCF has, with no more than 60 concurrent sessions, and no more than 2 hours per day per person, in 1 hour sessions. We will still need to get a letter of value for the donation, estimated value is $350k. Miranda asked who was the lead on this project, Jeff and Chris are taking the lead on this. 6b) AGM Report (Jessica Cohen) Jessica reported that AGM planning is underway. Some volunteers for certain tasks have been drafted: Mark as the software guy, making minor additions to the AGM software, Natalie has tentatively volunteered to handle proxies. Jessica will ask Terri Oda, one of the IP admins to help candidates getting their info online. A volunteer is still needed to be the "FAQ" person, who will make sure that any questions posted in the AGM newsgroups get answered correctly. they won't necessarily have to do the answering themselves. The proxy system for this year will be somewhat more liberal. Jessica explained that one of the things that came up last year was that text users found it harder to navigate the ballot using lynx, as filling out forms in lynx is not the friendliest interface for non-technical people. The plan to deal with this will be to let people know that if they have graphical access, either through NCF or another provider they can vote on the website, and to allow text-only users who don't want to navigate the form to vote by proxies. 7. NEW BUSINESS 7a) Date of January Board Meeting (Graeme Beckett) Graeme explained that the 16th conflicted with one of the Boardwalk seminars. The date of the next Board meeting was moved to Tuesday, January 30th. Sandy suggested that we start looking at having daytime meetings on a Saturday. Miranda (Chairing) stated that the overall times of meetings was not under discussion, but suggested that Sandy bring it up at the February meeting. Jessica suggested that Sandy solicit opinions from board candidates running in the AGM if he does so. 7b) Banking Resolution: Designate Cheque Signing Officers (Chair) Our list of signing officers need updating, as Chris will be finishing his contract with NCF as of December 31, and Tambrae is no longer on the Board. Currently our signing officers are David, Graeme, Chris and Tambrae. Mark was previously appointed to replace Tambrae as a signing officer, but he still needs to send in his ID. Miranda suggested that we add Sheila as a signing officer. Mark agreed to send in his ID and become a signing officer, and Sandy also agreed to become a signing officer. MOVED by Seline Herz-Fischler, SECONDED by David Millman, that Tambrae Knapp and Chris Cope be removed as signing officers, and that Sheila Alder, Mark Mielke, and Sandy Campbell be appointed to be signing officers of NCF as of Jan. 1st, 2001. MOTION CARRIED, unanimously. 7c) Modem Challenge Contest Prize (Chris Cope) The names for the Modem Challenge Prizes were drawn by Deborah Jackson, one of the office volunteers. Grand Prize: An external CD burner donated by the Clones Society. Won by John D. Drew (en203) Second Prize: TDK V.34 data/fax modem PC card (for laptops) donated by Alcatel Won by Susan Beyer (eo444) Third Prize: Motorola V.34R fax/modem (external) for PC's or Mac's Won by Lyn Shouldice (ah940) Fourth Prize: Softquad's HotMetal Pro 5.0 Web designing software Won by Adolf J. Kohler (bm563) 7d) NCF Birthday Party (Jessica Cohen) Jessica reported that the NCF Birthday party was usually held in early February, and that a volunteer was needed to organize this. At this point every person in the room turned and looked at Marissa Bovey. Marissa agreed to organize the birthday party if she had some help, Jessica and Mike Kenzie volunteered to help organize, and several other people volunteered to help as well. The intended theme for this year is to emphasize the social aspect of the event. 7e - 7i): The main context for these motions was a development session on Saturday December 16th which was attended by board members Graeme, Sandy, Seline, and David, and by NCF member Jim Elder. David distributed background information on these motions (available from the December 2000 minutes menu or on the web at: http://www.ncf.ca/ncfSupporters/planning/dec2000/BoD2000/Dec18Focus.htm). 7e) NCF's Focus in 2001 (Graeme Beckett) There was some discussion on the intent of the motion. Graeme explained that the intent was not to try to compete with ISP's, but to focus on making the internet services we were already providing more reliable (e.g. working modem pool), and help people with no internet access get connected. MOVED by Graeme Beckett, SECONDED by Seline Herz-Fischler that NCF's focus in 2001 is to provide its members with low-cost reliable dialup access to basic internet services, and to organize help for people new to using the internet. MOTION CARRIED, unanimously 7f) NCF's Structure in 2001 (David Millman) David explained that this item came from a couple of sessions (Dec. 5, and Dec. 16) in which Board members and other NCF volunteers present discussed what kind of structure they felt was best for the NCF Board to use. The preferred structure is to have an Executive Director. Jessica asked if we had the money for this. David explained that one of the clauses was "if it can be afforded" ; this is a motion on what kind of structure we want to have, not on what kind of structure we are going to have. There was some discussion, points raised included whether this was placing too much responsibility on one person, what kind of monitoring could be accomplished that performance objectives were being meant, and that having less of a support structure could be unstable in times of change. Graeme moved to defer the motion, as three member of the Board had been unable to make the development session on the 16th, but there was no seconder. Miranda called the motion to a vote: MOVED by David Millman, SECONDED by Sandy Campbell that the preferred organizational structure, if it can be afforded, is a governance board with an Executive Director managing the organization. MOTION CARRIED. IN FAVOUR: SC JC SH MM DM AGAINST: MG ABSTAINED: GB 7g) Search Committee (Graeme Beckett) Graeme moved, Seline seconded the following motion that: -a Search committee be formed to find a person capable of performing the Executive Director role, -the committee be comprised of Sandy Campbell (Chair) and Seline Herz-Fischler (chosen for their experience with interviewing) and one or two other people from the community they are to recruit for experience with interviewing and recruiting; -a job description, estimate of associated expenses (including staff support), and a timeline be developed and circulated to the Board; -the start date be as soon as possible; -compensation to be no more than for the Executive Director in 2000; -regular reports be issue by the Committee to the Board; -and before an offer is made, the package to be approved by the Board. There was a lengthy discussion on whether we wanted to look for an Executive Director or an Operations Manager. There was also some discussion on whether the committee should be looking for one person or for more than one part-time to fill specific skills. There was also discussion on the differences implied between a general manager , and an executive director in terms of the type of job atmosphere, and on whether it was important to figure out the title now, or focus on the description of what role we were looking to fill. In light of the above discussion the words "Executive Director" were changed to "Director of NCF" in a friendly amendment agreed to by Graeme and Seline. Several Board members expressed the opinion that they wanted to decide on the job description of what we were looking for, before approving a committee to start looking for this person. There were different suggestions made, of having two part-time people, part-time people with different tasks, one part-time person, having a part-time person and being able to hire additional technical support. Various Board members mentioned areas in which they felt that the job description should focus on (volunteer coordination, public relations, managing the projects, day to day management), and some question was raised on exactly what we would concentrate on by passing this motion. After some more discussion, David moved to defer this agenda item until after the remaining items of new business. Seline seconded. MOVED by David Millman , SECONDED by Seline Herz-Fischler that the discussion of the agenda item be deferred until after items 7h) and 7i). MOTION CARRIED, unanimously. [continuation of the discussion] Seline re-read the motion out loud. There was some further discussion on whether we wanted to look for 1 person, or 2. Miranda observed that the skills we were looking for we be easier to find in 2 people. With two people, 1 could still be the one in charge. Graeme stated that we need to get all the Board together for a discussion on what role we are trying to fill, and whether we wanted to fill it full-time or part-time. (xref Graeme's concern in a previous agenda item about not wanting to make decisions that had been discussed at a development session in which half the Board was in attendance). Several members speaking from the floor expressed the opinion that we should focus on hiring 1 person, an Executive Director, whatever title we happened to call it. Several people suggested that the previous motion on being an a governance Board meant we were immediately required to go and look for an Executive Director. It was pointed out that this motion reflected the ideal way NCF wanted to run if it could be afforded, and that it was not a motion requiring us to hire an ED. The discussion continued, mostly circling around on the points mentioned above. Mike K. suggested job-sharing, that we look at sharing an ED with another organization. In a digression about the shortage of office volunteers, and the busy-ness of the office phone line, Chris Hawley offered to donate a phone line for the year to the NCF office for a second help line. As no new points were being made in the discussion, Miranda called the vote on the motion. After the question had been called, Graeme asked to change the motion, this request was denied, as the motion was already being voted on, and part of the vote had now been counted. MOVED by Graeme Beckett, SECONDED by Seline Herz-Fischler that: -a Search committee be formed to find a person capable of performing the Director of NCF role, -the committee be comprised of Sandy Campbell (Chair) and Seline Herz-Fischler (chosen for their experience with interviewing) and one or two other people from the community they are to recruit for experience with interviewing and recruiting; -a job description, estimate of associated expenses (including staff support), and a timeline be developed and circulated to the Board; -the start date be as soon as possible; -compensation to be no more than for the Executive Director in 2000; -regular reports be issue by the Committee to the Board; -and before an offer is made, the package to be approved by the Board. MOTION CARRIED. IN FAVOUR: SC SH MM DM AGAINST: GB MG ABSTAINED: JC 7h) Temporary Representation of NCF (Seline Herz-Fischler) MOVED by Seline Herz-Fischler, SECONDED by Sandy Campbell that in the event that NCF is without staff to fulfill this duty, the President of the Board shall represent the NCF, but shall defer decisions to the Board of Directors. MOTION CARRIED, unanimously. 7i) Temporary Reporting Mechanism for Staff (Graeme Beckett) Graeme read out the motion "Moved that in the event that NCF is without staff to fulfill this duty, the employees shall report to a committee of their choice of three members of the board of directors" Graeme moved, and Seline seconded. Jessica agreed that this was okay for something very temporary, but expressed concern for plan that involved staff having multiple bosses. Seline stated that the idea was that staff have someone to defer to. Graeme stated that the intent of the committee will be to have staff report to the chair, with the other two members as support and backup. Chris said that having different bosses for the two staff people was courting problems. The idea is to have someone to contact in case things come up. The current employees, Sheila, and Andre both indicated that they would be more comfortable only reporting to one person, as otherwise, as mentioned by several people, problems can come up with conflicting requests. The discussion then turned to who these people should be, Mike K. suggested tying it to the positions rather than naming specific people. There was some discussion on peoples daytime availability to be contacted in case of emergencies, and whether this was really needed. Sheila asked the Board for confirmation that they would back up staff's decisions when they take reasonable actions in an emergency, the Board agreed that this was just common sense. Jessica suggested that (taking Mike's Kenzies suggestion) the motion be amended to read "Moved that in the event that NCF is without staff to fulfill this duty, the employees shall report to the President, who will be backed up by the Vice-Presidents, with Board business being referred to the Board of Directors." Graeme and Seline agreed to this as a friendly amendment. MOVED by Graeme Beckett, SECONDED by Seline Herz-Fischler that in the event that NCF is without staff to fulfill this duty, the employees shall report to the President, who will be backed up by the Vice-Presidents, with Board business being referred to the Board of Directors. MOTION CARRIED, unanimously. 8. ANNOUNCEMENTS Jessica reminded everyone that the date of the next meeting will be Jan 30th, location to be confirmed. Jessica also announced that the deadline for motions from the floor would be extended to Jan 26th, as the Board meeting had been moved forward, other AGM timelines would remain the same. 9. DATE OF NEXT MEETING January 30th, 2001 at 7:00 p.m. at Ottawa City Hall (formerly RMOC) - Honeywell Room 110 Laurier St. 10. ADJOURNMENT The meeting adjourned at 9:45 pm.