NCF Board of Directors
Minutes of Meeting
February 21 2006

SOME HIGHLIGHTS

• The Nominations Committee has provided its recommendations for the NCF election being held during the upcoming AGM
• Carleton alumni services has agreed to promote NCF to alumni

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:15 p.m. with Chris Cope as Chair and Michael Mei as Secretary.

1. INTRODUCTIONS

   Board members present:
   Christopher Cope (bz787), President/chair
   Mary Anne Dugmore (er983), 1st Vice-president
   Gary Eikenberry (aa353), 2nd Vice-president
   Michael Mei (bi195), Secretary
   Mark Mielke (al278)
   Shing Kwong Lee (ez191)
   Graeme Beckett (aw958)
   Ian Gibson

   Regrets:
   Don Francis (ba990)
   Tony McNeill (ff231)

   Note: Elaine Condos (ff377) resigned from the NCF board in December

   NCF Management/Staff present:
   John Selwyn (es347), Executive Director
   Michael Fletcher (fe710), Treasurer
   Brian Shouldice

   Members/Guests:
   

2. CONFIRMATION OF QUORUM
   

   Quorum was confirmed.
   

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

   MOTION: That minutes be approved as published.
   Moved by: Ian Gibson
   Seconded by: Mary Anne Dugmore (er983)
   VOTE: All in favour

4. REVIEW OF THE AGENDA
   (see draft agenda)

   MOTION: That the agenda be adopted as ammended with the addition of 5. a) 2006 Annual General Meeting Planning and 7. a) Approve new Bank Account.
   Moved by: Gary Eikenberry (aa353)
   Seconded by: Ian Gibson
   VOTE: All in favour

5. ONGOING BUSINESS
   1. 
      
   2. 2006 Annual General Meeting Planning
      1. 
         
      2. Recommendation of Nominations Committee

         MOTION: Accept the recommendation of the Nominations Committee and put forward the names Ian Gibson, Graeme Beckett, Mark Mielke, Michael Mei and Michael Fletcher as nominees for the NCF election to be conducted during the 2006 AGM from March 22 to April 2 and approved by the board of directors.
         Moved by: Gary Eikenberry (aa353)
         Seconded by: Shing Kwong Lee (ez191)
         VOTE: All in favor

      3. Standard Motions for AGM

         MOTION: That the Board approve and advance the following motion relating to ratification of contracts, resolutions, remuneration etc. to the NCF 2006 AGM for consideration by the members:

         • 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 April 2005 Annual General Meeting be confirmed.

           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.

         Moved by: Gary Eikenberry (aa353)
         Seconded by: Ian Gibson
         VOTE: All in favor

         MOTION: That the Board approve and advance the following motion relating to the appointment of an auditor, to the NCF 2006 AGM for consideration by the members:

         • MOTION: Be it resolved that the National Capital FreeNet appoint its auditor for the 2006 fiscal year.

           NCF bylaws require the appointment of an auditor at the annual general meeting.

           The Board of Directors recommends that members vote "For" this motion.

         VOTE: Motion tabled

         MOTION: That the Board approve and advance the following motion relating to rules and regulations to the NCF 2006 AGM for consideration by the members:

         • 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 April 2005 Annual General Meeting be confirmed.

           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.

         Moved by: Gary Eikenberry (aa353)
         Seconded by: Michael Mei (bi195)
         VOTE: All in favor

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

      Highlights of the Executive Director's report include:
      

      • January financials exceeded forecast
      • There are currently approximately 235 DSL subscribers
      • DSL subscriber growth rate slowed in February from an unexpected high in January
      • DSL subscription will be further automated
      • Carleton alumni services has agreed to promote NCF to alumni
      
      

      MOTION: That the Executive Director's report be received.
      Moved by: Graeme Beckett (aw958)
      Seconded by: Ian Gibson
      VOTE: All in favour

   2. Treasurer's Report and Financial Statement(see financial statements for prior month and projected for 2006.)

      MOTION: That the Financial Statements be accepted.
      Moved by: Ian Gibson
      Seconded by: Mary Anne Dugmore (er983)
      VOTE: All in favor

7. NEW BUSINESS
   1. Approve new Bank Account

      MOTION: Instruct the Executive Director to open a new bank account for NCF with ING Direct and appoint Shirley Yik as the authorized agent.
      Moved by: Ian Gibson
      Seconded by: Mary Anne Dugmore (er983)
      VOTE: All in favor

8. Announcements
   
   
9. NEXT MEETING

   March 21, at 7 p.m.
   OCRI Board Room
   2625 Queensview Drive, Suite 200

10. ADJOURNMENT

    The meeting adjourned at 9.20 p.m.