National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
January 18, 2005

SOME HIGHLIGHTS


Minutes of a meeting of the Board of Directors

Held on January 18, 2005 at 7:00 pm
Room 302, Dunton Tower,
Carleton University

The meeting was called to order at 7.25 p.m. with Chris Cope as Chair and Sandy Campbell as Secretary.

  1. 1. INTRODUCTIONS

    Board members present:
    Christopher Cope (bz787), President/chair
    Gary Eikenberry (aa353), 1st Vice-president
    Sandy Campbell (dt820), Secretary
    Michael Fletcher, Treasurer
    Mark Mielke (al278)
    Graeme Beckett (aw958)
    Mary Anne Dugmore (er983)
    Shing Kwong Lee (ez191)

    Regrets:
    John Hennessey (ev776)
    Michael Williamson (cm234)
    Michael Mei (bi195)
    Don Francis (ba990)

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

    Members/Guests:
    None

    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, with a clarifying amendment to 4.a) under NEW BUSINESS.
    Moved by: Sandy Campbell
    Seconded by: Mark Mielke
    VOTE: All in favor

  3. REVIEW OF THE AGENDA
    (see draft agenda)

    MOTION: That the agenda be adopted as published, with the addition of 7.c) Board Governance under NEW BUSINESS
    Moved by: Mary Anne Dugmore
    Seconded by: Graeme Beckett
    VOTE: All in favor

  4. ONGOING BUSINESS
    1. Appointment of Treasurer

      MOTION: That the recommendation of the search committee that Michael Fletcher be appointed to the postion of Treasurer be approved.
      Moved by: Gary Eikenberry
      Seconded by: Shing Kwong Lee
      VOTE: All in favor

    2. Report on 2004 Audit (John Selwyn)

      MOTION: That the President, 1st Vice-president, and Treasurer be appointed to an Audit Committee to arrange details of the annual financial review for 2004.
      Moved by: Grame Beckett
      Seconded by: Mary Anne Dugmore
      VOTE: All in favor

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

      FreeNet ended 2004 on a strong note with membership contributions up 34% in the last quarter compared with the same period in 2003 and an increase of 21% over the 2003 total. Membership grew by 10% in 2004 and it appeared more members were using NCF as their primary internet service. Improved services and reliability were major factors, along with the "universal participation" system put into place in September, in helping to move NCF closer to "a stable financial situation." The system calls for all members, at time of renewal of their account, to contribute via cash or volunteer help to operating costs. The formula is based on the member's personal usage and contributions can be waived where warranted. Despite the robust results for 2004, the ED cautioned that contributions are still shy of budget forecasts and we are not out of the financial woods.

      NCF revenues depend on members' contributions and revenues for 2005 are based on matching the 21% increase achieved in 2004, i.e. income of $247,000 in 2005. Expenses are largely fixed (telecom $114,000 and permanent/contract stafff $143,000) for a total of $265,000. Voluntary reduction of ED's chargeable time will reduced total expenses to $250,000, producing an operating deficit of $3,000 for 2005.

      Among the improvements achieved in 2004: Dial-up capacity increased by 34%, which means fewer busy signals; Two new NCF partners, City of Ottawa and Ottawa Public Library; NCF Spam Filter; NCF web discussion groups; Mantis Trouble Ticket System; Web file manager. Targeted Help Desk improvements include voice bulletin board self-help (FAQs) to reduce need for call-backs; switch to Carleton University phones to provide cascading phones and larger mailboxes (i.e. reduction of "Voice Mailbox is full" message to members seeking assistance).

    2. Treasurer's Report and Financial Statement
    3. (see financial statements for prior month)

      MOTION: That the Financial Statement for December be accepted.
      Moved by: Graeme Beckett
      Seconded by: Mary Anne Dugmore
      VOTE: All in favor

  6. NEW BUSINESS
    1. 2005 Annual General Meeting planning (Chris Cope)
    2. MOTION: That the 2005 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 Mark Mielke be appointed Chair of the 2005 AGM.
      Moved by: Sandy Campbell
      Seconded by: Gary Eikenberry
      VOTE: All in favor

      MOTION: That a Nominations Committee be appointed consisting of Chris Cope(Chair), Shing Kwong Lee,and John Selwyn.

      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 candidates recommended than postions available 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: Mark Mielke
      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: Shing Kwong Lee
      VOTE: All in favor

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

    3. Thank you Rudy Wytenburg (Chris Cope)
    4. MOTION: That the President be asked to write to Rudy Wytenburg on behalf of the Board and of the membership of National Capital FreeNet, expressing our sincere appreciation and thanks for his years of service to NCF.
      Moved by: Gary Eikenberry
      Seconded by: Graeme Beckett
      VOTE: All in favor (with cheers)

    5. Board Governance (Chris Cope)
    6. It was agreed to delay discussion of this topic to the February meeting of the Board.

  7. Announcements
    1. Chris Cope advised a day-long workshop on VOIP (Voice Over Internet Protocol) originally scheduled for March 8, 2005 in the former City Council Chambers at Centerpoint has been postponed to March 23.
  8. NEXT MEETING
  9. February 15 at 7 p.m.
    Room 402, Dunton Tower
    Carleton University

  10. ADJOURNMENT

    The meeting adjourned at 9.50 p.m.