The meeting was called to order at 7.05 p.m.
with Chris Cope as Chair, Sandy Campbell as Secretary, and Sheila
Alder as note-taker.
Board members present:
Christopher Cope (bz787), President/chair
Gary Eikenberry (aa353), 1st Vice-President
Sandy Campbell (dt820), Secretary
Graeme Beckett (aw958)
Don Francis (ba990)
Michael Williamson (em324)
Regrets:
Andrea Holland (es170), 2nd Vice-President
Vanessa Kanu (ev216), Treasurer
Mary Anne Dugmore (er983)
Mark Mielke (al278)
NCF Management/Staff present:
John Selwyn (es347), Executive Director
Sheila Alder (xx306), Office Manager
Guests:
Jim Elder (aa456)
Once around the table . . .
Informal pre-meeting conversation, with Directors taking turn
offering personal views and commentary on interesting things
that might not make it to the Agenda.
MOTION: That minutes be approved as published.
Moved by: Sandy Campbell
Seconded by: Graeme Beckett
VOTE: All in favor
MOTION: That the agenda be adopted as published, with the
addition of AGM Special Motions under Ongoing Business.
Moved by: Sandy Campbell
Seconded by: Gary Eikenberry
VOTE: All in favor
In the absence of Chair Andrea Holland, Chris Cope reported the Committee was confident it would be able to present five candidates for election to the Board of Directors by close of nominations at midnight tonight. Sitting Director Graeme Beckett had already been nominated, guaranteeing an election for the five Board vacancies.
MOTION: That the Board accept the resignation of Gary
Eikenberry as AGM Registrar of Voters.
Moved by: Sandy Campbell
Seconded by: Graeme Beckett
VOTE: All in favor
MOTION: That Ian Allen be appointed AGM Registrar of
Voters.
Moved by: Sandy Campbell
Seconded by:Graeme Beckett
VOTE: All in favor
MOTION: Be it resolved that pursuant to By-law 40 of
the National Capital FreeNet, all resolutions concerning
rules and regulations passed by the Board of Directors of
the National Capital FreeNet since the March 2002 Annual
General Meeting be confirmed.
Moved by: Don Francis
Seconded by: Gary Eikenberry
The by-laws state that all rules and regulations set by the board of directors must be confirmed at an annual general meeting:
"40. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect."
The Board of Directors recommends that members vote "For" this motion.
VOTE:All in favor
MOTION: Be it resolved that pursuant to By-law 15 of
the National Capital FreeNet, all resolutions concerning
the remuneration of agents, contractors and employees
passed by the Board of Directors of the National Capital
FreeNet since the March 2002 Annual General Meeting be
confirmed.
Moved by: Don Francis
Seconded by: Gary Eikenberry
The NCF bylaws call for this resolution to be considered by members:
15. A reasonable remuneration for all officers, agents and employees and committee members may be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.
The Board of Directors recommends that members vote "For" this motion.
VOTE: All in favor
MOTION: Be it resolved that the National Capital
FreeNet appoint the firm of KPMG as its auditor for the
2003 fiscal year.
Moved by: Don Francis
Seconded by:Gary Eikenberry
NCF bylaws require the appointment of an auditor at the annual general meeting. KPMG has been NCF's auditor since 1993.
The Board of Directors recommends that members vote "For" this motion.
VOTE: All in favor
NOTA BENE: It emerged from the discussion that it would be useful to put together a "handbook" for future reference, documenting the many steps of the procedure needed to organize the AGM. Director Gary Eikenberry volunteered to act as "assembly point" for material from those knowledgeable about different aspects of the procedure.
ED John Selwyn reported that overall January was a good month: Donations were down slightly from budget and from January last year, but membership was up modestly and there had been solid progress on the "infrastructure" front.
In addition to the positive "standard" monthly report, he delivered a detailed, illustrated report on the medium- and long-term objectives. In sum, it detailed such major tangible improvements as finally getting a database in place, adopting an online credit card system providing a potential cost-saving of $5-6K/year, steady progress toward having all digital 56K lines by June, new marketing page and member start page.
Java expert Richard Brunet was added to the Projects team, whose next stage is to provide a single logon to all service, member portal page, renewed Idesk online information, and hardening of database and subscription process.
The NCF 10th Anniversary party was judged a success. Highlights were star turns of founding members Dave Sutherland, George Frajkor, and Jay Weston, and laudatory speeches by City Councillors Alex Munter and Alex Cullen (both early NCF members) and MP Mac Harb. President Chris Cope and ED John Selwyn also spoke. The usual suspects, including some current Board members, were on hand for the cutting of the birthday cake.
Looking ahead, the Executive Director suggested it was time for the Board "to start thinking beyond the current projects." When current HRDC and Smart Capital projects wind up next September, "we have the potential to tackle a new initiative." Broad categories might be "Vibrant Community Interaction; Internet Literacy; Political Interaction (E-Democracy); French Language initiatives; Child Friendly initiatives; Getting Businesses and Organizations online."
The ED suggested round-the-table comments about "new initiatives." The exercise turned out to be meandering, inconclusive, and unsatisfactory. What seemed to emerge was agreement that the Board needed to find ways to zero in on one or two major initiatives that should be undertaken this year.
MOTION: That ED reports be accepted.
Moved by: Graeme Beckett
Seconded by: Michael Williamson
VOTE: All in favor
The Committee did not meet this month.
Ed John Selwyn commented briefly, in the absence of the Treasurer. There were no major items for discussion.
MOTION:That the Board appoint an Audit Committee
consisting of President Chris Cope, 1st Vice-President
Gary Eikenberry, and Treasurer Vanessa Kanu as Chair.
Moved by:Don Francis
Seconded by: Graeme Beckett
VOTE: All in favor
NOTA BENE:A special meeting of the Board might be required to approved the Audit Committee report for presentation to the AGM.
President Chris Cope announced he will attend a public consultation meeting Saturday at City Hall concerning development of broadband plan.
March 18, 2003 at 7 p.m.
Client Services Boardroom, Ottawa City Hall
111 Lisgar street, Ottawa
The meeting adjourned at 10.04 p.m.
Meeting was called to order at 3.35 p.m. with President Chris Cope in the Chair and Sandy Campbell as Secretary.
The Chair called the roll to confirm there was a quorum of Directors: Present were Mark Mielke, Chris Cope, Sandy Campbell, Mary Anne Dugmore, Andrea Holland, Michael Williamson, Don Francis, Graeme Beckett, Vanessa Kanu, Treasurer, and John Selwyn, Executive Director. Regrets, Gary Eikenberry.
The only item on the agenda of this special meeting of the Board is the report and recommendation of the Audit Committee on the 2002 Financial Statements and Auditor's Report (see accompanying report):
WHEREAS, We the Audit Committee, having reviewed the 2002 Financial Statements and Auditors Report prepared by the firm KPMG;
AND WHEREAS, we have conducted such further enquiries, as we deemed necessary, including a review of the 2002 financial statements with the NCF accountant and with Donnalou Sabo, CA, Senior Accountant of our Audit firm;
NOW THEREFORE, we the members of the Audit Committee hereby recommend to the Board of Directors of the National Capital FreeNet that the following resolution be adopted:
RESOLVED, The Board of directors of the National Capital
FreeNet hereby approve the 2002 financial statements as prepared
by the firm KPMG and circulated as an attachment to this
communication.
Moved by: Sandy Campbell
Seconded by: Andrea Holland
VOTE: All in favor.
MEETING ADJOURNED AT 3.46 p.m.