National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
January 20, 2004

SOME HIGHLIGHTS


Minutes of a meeting of the Board of Directors

Held on January 20, 2004 at 7:00 pm
SmartCentral
Community Research Center
Building 94, Room 220
Shirley's Bay Campus
3701 Carling Avenue, Ottawa

A booking error found Directors locked out of the Olde Forge Community Resource Center and the meeting had to be hastily relocated to SmartCentral, arranged by President Chris Cope.

The meeting was called to order at 8.05 p.m. with Chris Cope as Chair and Sandy Campbell as Secretary.

  1. INTRODUCTIONS

    Board members present:
    Christopher Cope (bz787), President/chair
    Sandy Campbell (dt820), Secretary
    Gary Eikenberry (aa353), 1st Vice-President
    Michael Mei (bi195)
    Graeme Beckett (aw958)
    Mary Anne Dugmore (er983)
    Michael Williamson (cm324)

    Regrets:
    Vanessa Kanu (ev216), Treasurer
    Mark Mielke (al278)
    Don Francis (ba990)
    John Hennessey (ev776)
    N.B.: Directors Hennessey and Mielke arrived late at the Old Forge and were unaware of the new meeting location.

    NCF Management/Staff present:
    John Selwyn (es347), Executive Director

    Members/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.

  2. APPROVAL OF THE MINUTES OF MEETING
    (see minutes of prior month)

    MOTION: That minutes be approved as published.
    Moved by: Sandy Campbell
    Seconded by: Michael Mei
    VOTE: All in favor

  3. REVIEW OF THE AGENDA
    (see draft agenda)

    MOTION: That the agenda be adopted as published.
    Moved by: Sandy Campbell
    Seconded by: Mary Anne Dugmore
    VOTE: All in favor

  4. ONGOING BUSINESS
    1. Outcome of NCF bid for nomination to CIRA Board (Chris Cope)

      FreeNet's bid for nomination as consumer representative on the Board of the Canadian Internet Registration Authority was not successful. However, Chris Cope reported the bid was welcomed and NCF was invited to try again next year. It was agreed to submit the next bid earlier in order to allow time to round up support.

    2. Report of Committee re filling interim Board vacancy (Sandy Campbell)
    3. The Committee decided to take no action on filling the single vacancy on the Board because of the nearness of AGM elections.

  5. REPORTS
    1. Executive Director's Report (John Selwyn)
      (see accompanying report)

      Total membership at Dec. 31 was an encouraging 8,357, just shy of the 8,400 target for 2003. Total member contributions for December were $13,221 versus target of $17,472. (Total shown in the Financial Statement erroneously included the amount contributed to the special Development Fund.) Annual member contributions for 2003 totaled $170,636 versus budgeted $200,000 and actual for 2002 of $152,420. Some of the year-end shortfall was due to planned deferral of renewal noticess to December and January.

      Expenses for core services in December were $14,673, about 11% below budgeted $16,497. Annual expenses for 2003 were $186,582 versus budgeted $178,050.

      "I sense a real change in the tone of a lot of communications from the membership. People are upbeat, enjoying the NCF as it is today, as well as looking forward to future improvements." (Click the link above for the ED's full December report.)

      MOTION: That the Executive Director's Report be received,
      Moved by: Michael Mei
      Seconded by: Graeme Beckett
      VOTE: All in favor

    2. Treasurer's Report and Financial Statement
    3. Because of changing job responsibilities Vanessa Kanu will be resigning as Treasurer. She is endeavoring to help recruit a replacement.

      MOTION: That the Financial Report be accepted, with correction to separate regular member contributions from contributions to the special Development Fund.
      Moved by: Graeme Beckett
      Seconded by: Gary Eikenberry
      VOTE: All in favor

  6. NEW BUSINESS

    1. Planning 2004 Annual General Meeting (Chris Cope)
    2. MOTION: That the 2004 online NCF Annual General Meeting be conducted March 30-April 13, and that Tuesday, March 2 be the deadline for special motions submitted by members, and nominations for candidates for election to the Board of Directors be accepted from Tuesday, March 2 to Wednesday March 17.
      Moved by: Sandy Campbell
      Seconded by: Graeme Beckett
      VOTE: All in favor

      MOTION: That Director Mary Anne Dugmore be appointed Chair of the 2004 AGM.
      Moved by: Sandy Campbell
      Seconded by: Gary Eikenberry
      VOTE: All in favor

      MOTION: That a Nominations Committee be appointed consisting of John Hennessey (Chair), Michael Mei, and Mary Anne Dugmore.

      The Committee's mandate, as recommended by the 2003 Nomination Committee, shall include ensuring there is high-quality, complete, and believed-to-be-correct information about its recommended nominees on Candidates Information web pages for the AGM. The "Nomination Committee report deadline" is the Sunday prior to the March board meeting, and the committee presents information about the people it recommends by way of candidate information web pages (produced by the candidates, assisted by the committee and volunteers). It is particularly important if there are more than five candidates recommended that the web pages contain enough information for voters to decide between the recommended candidates. Other mandate info is at http://www.ncf.ca/ncf/board/nomination/howNomination.htm

      Moved by: Sandy Campbell
      Seconded by: Gary Eikenberry
      VOTE: All in favor

      MOTION: That NCF member Andre Vellino be appointed Returning Officer for the AGM elections and that those who provided technical and other support last year be asked to serve again.
      Moved by: Sandy Campbell
      Seconded by: Mary Anne Dugmore
      VOTE: All in favor

      MOTION: That Director Michael Mei take charge of proxy voting arrangments.
      Moved by:Sandy Campbell
      Seconded by: Mary Anne Dugmore
      VOTE: All in favor

      MOTION: That an Audit Committee consisting of the President, 1st Vice-President, and Treasurer, with the support of the ED and Accountant, be appointed to receive and review the annual audit for 2003 for presentation to the Board and to the Annual General Meeting.
      Moved by: Sandy Campbell
      Seconded by: Mary Anne Dugmore
      MOTION: All in favor

    3. Update of 2004 Budget (John Selwyn)
    4. Executive Director Selwyn outlined an ambitious two-pronged approach to 2004, which will be a challenging "transition year" for NCF. Solid work during the "stabilizing" year of 2003 has positioned FreeNet to move boldy forward on two fronts simultaneously: Increasing members and member contributions to cover "core" operating expenses, which has already been happening, and, concurrently, energetically pursuing "outside" funding of up to $150,000 to maintain the current pace of application development through the year.

      Major foundation-building work in 2003 included: Modernization of office tools, including an effective membership database; NCF web site revamped; all NCF modems converted to digital 56K lines, modem hardware upgraded to v.92, and number of modems increased to 276; FreePort server upgraded; release of NCF's customized SpamFilter, currently used by 500 members; special Development Fund which saw 581 members contribute a total of $15,518 over and above their annual contributions, which will be matched under a federal program and used for development of new services. Response of members to the low-key invitation to participate in the Development Fund is encouraging evidence of membership support for growth and improvement.

      Among plans currently on the drawing board are a method to make SpamFilter available to the estimated 500 FreePort text users, and web-based groups that will allow members to conduct interactive "threaded" conversations among themselves as well as with the NCF office and staff. Also, as part of making the personalized NCF Homepage a must-have internet "command central" for members, addition of a feature to allow members to post news and announcements to the whole community.

      "Deliverables" for 2004: Growth in membership to 10,200 from about 8,200, a targeted increase of 2,000, versus the 2003 increase of about 1,600 members; increase in member contributions to approach budgeted core expenses of $232,000 versus 2003 total of $186,582; building a greater sense of community and reconnecting with members and sponsors; development of additional services as additional funding is secured.

    5. Improvements to Board Mailing List to Reduce Spam (Jim Elder)
    6. Glenn Jackman has introduced trial changes in handling messages to the Board list to eliminate the problem of spam.

  7. Announcements
      President Chris Cope (and Mrs. Cope, of course) announced arrival of their first grandson

  8. NEXT MEETING
  9. February 17, 2004 at 7 p.m.
    Location to be announced.

  10. ADJOURNMENT

    The meeting adjourned at 10.22 p.m.