National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
May 16 2006

SOME HIGHLIGHTS


Minutes of a meeting of the Board of Directors

Held on May 16 2006 at 7:00 pm
OCRI Board Room
2625 Queensview Drive, Suite 200

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

  1. INTRODUCTIONS
  2. Board members present:
    Christopher Cope (bz787), President/chair
    Mary Anne Dugmore (er983), 1st Vice-president
    Michael Mei (bi195), Secretary
    Don Francis (ba990)
    Mark Mielke (al278)
    Graeme Beckett (aw958)
    Ian Gibson (fg929)

    Regrets:
    Gary Eikenberry (aa353), 2nd Vice-president
    Michael Fletcher (fe710), Treasurer
    Shing Kwong Lee (ez191)
    Tony McNeill (ff231)

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

    Members/Guests:
    Lisa Weiss

  3. CONFIRMATION OF QUORUM

  4. Quorum was confirmed.

  5. APPROVAL OF THE MINUTES OF MEETING

  6. (see minutes of prior month)

    MOTION: That the minutes be approved as published.
    Moved by: Ian Gibson (fg929)
    Seconded by: Mary Anne Dugmore (er983)
    VOTE: All in favour

  7. REVIEW OF THE AGENDA

  8. (see draft agenda)

    MOTION: That the agenda be adopted as ammended with the addition of 5. d) NCF Usenet posting policy re: identity and 5. e) Complaints Resolution Committee.
    Moved by: Ian Gibson (fg929)
    Seconded by: Michael Mei (bi195)
    VOTE: All in favour

  9. NEW BUSINESS

    1. Meet L.T. Weiss & Associates Inc.
    2. Lisa Weiss attended our board meeting.

    3. Offsite Workshop Saturday, 10 June 2006
    4. This will be a strategic planning versus visioning session. We will not be revising NCF's mission statement.

    5. Freenet Office Premises
    6. NCF must look for office space outside of Carleton University.

    7. NCF Usenet posting policy re: identity
    8. MOTION: That the board instruct Paul Tomlin to upgrade the NCF news server so that it will no longer set the source email address on postings to be what NCF has on file for the user.
      Moved by: Graeme Beckett (aw958)
      Seconded by: Mark Mielke (al278)
      VOTE: Don Francis abstained, all others in favour. Carried.

    9. Complaints Resolution Committee
    10. MOTION: That the board delegate authority to the Executive Director to take action against a member discussed in camera, which could include warnings, suspension and/or termination of membership privileges.
      Moved by: Mary Anne Dugmore (er983)
      Seconded by: Ian Gibson (fg929)
      VOTE: All in favour

  10. REPORTS
    1. Executive Director's Report (John Selwyn)

    2. Highlights of the Executive Director's report include:


      MOTION: That the Executive Director's report be received.
      Moved by: Mary Anne Dugmore (er983)
      Seconded by: Graeme Beckett (aw958)
      VOTE: All in favour

  11. ELECTION OF OFFICERS
    1. MOTION: That all existing NCF officers be appointed to the same roles that they held previously (President/chair: Chris Cope, 1st Vice-president: Mary Anne Dugmore, 2nd Vice-president: Gary Eikenberry, Treasurer: Michael Fletcher, Secretary: Michael Mei).
      Moved by: Don Francis (ba990)
      Seconded by: Ian Gibson (fg929)
      VOTE: All in favor

  12. SIGNING OFFICERS
    1. MOTION: That the signing officers of the company be any two of the following people: President/chair, 1st Vice-president, 2nd Vice-president, Treasurer, Executive Director.
      Moved by: Graeme Beckett (aw958)
      Seconded by: Don Francis (ba990)
      VOTE: All in favor

  13. BANKING RESOLUTION
    1. MOTION: We, our and us mean the NCF Inc.
      You and your mean Scotiabank, The Bank of Nova Scotia.

      Resolved that:

      1. We appoint you as our banker and agree to the terms set out in the Scotiabank Financial Services Agreement, or where applicable, the Scotiabank Financial Services Agreement section of the Business Banking Services Agreement.
      2. Any two of the following persons are authorized to sign and deliver the Scotiabank Financial Services Agreement, any service requests and other banking agreements with you:

      President/chair, 1st Vice-president, 2nd Vice-president, Treasurer, Executive Director

      3. The persons and the required combination of those persons we verify, are the persons authorized, and the combination of those persons required, to give instructions, verifications and approvals on our behalf from time to time. We will provide this verification by a certificate in writing given to you by any two of the officers set out below. The most recent certificate given to you will be the current certificate in effect:

      President/chair, 1st Vice-president, 2nd Vice-president, Treasurer, Executive Director

      5. All instructions, agreements and documents which we sign, make, draw, accept, endorse or complete and which are signed by the persons we have authorized from time to time are valid and are binding on us. Our seal is not required on any written document to make it valid or to show consideration.

      6. This Resolution remains in effect until we cancel it by written notice to you and you have acknowledged receiving the notice.

      Certificate

      By signing below, our directors/officers/members certify for us that:

      - our directors/shareholders/members have full power to pas this Resolution and to bind us in all respects.
      - the above Resolution was properly passed by our directors or members in compliance with all applicable legislation and continues in effect.

      Moved by: Michael Mei (bi195)
      Seconded by: Mary Anne Dugmore (er983)
      VOTE: All in favor

  14. Announcements

  15. NEXT MEETING
  16. August 15, at 7 p.m.
    Suite 302, Trailhead Building
    1960 Scott Street

  17. ADJOURNMENT
  18. The meeting adjourned at 9.50 p.m.