National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
January 23 2007

SOME HIGHLIGHTS


Minutes of a meeting of the Board of Directors

Held on January 23 2007 at 7:00 pm
Suite 302, Trailhead Building
1960 Scott Street

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
    Shing Kwong Lee (ez191)
    Don Francis (ba990)
    Graeme Beckett (aw958)

    Regrets:
    Michael Fletcher (fe710), Treasurer
    Mark Mielke (al278)
    Tony McNeill (ff231)
    Ian Gibson

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

    Members/Guests:

    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. CONFIRMATION OF QUORUM

    Quorum was confirmed.

  3. REVIEW OF THE AGENDA
    (see draft agenda)

    MOTION: That the agenda be adopted as ammended with the addition of 5. b) 2006 Audit Committee.
    Moved by: Mary Anne Dugmore (er983)
    Seconded by: Shing Kwong Lee (ez191)
    VOTE: All in favour

    Note: The NCF Board decided to invite Theresa Jobateh to the February board meeting to present her promotional ideas.

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

    MOTION: That minutes be approved as published.
    Moved by: Don Francis (ba990)
    Seconded by: Gary Eikenberry (aa353)
    VOTE: All in favour.

  5. NEW BUSINESS
    1. 2007 Annual General Meeting planning (Mary Anne Dugmore)

      MOTION: That the 2007 online NCF Annual General Meeting voting period be March 22 8:00 AM - April 2 6:00 PM.
      Moved by: Mary Anne Dugmore (er983)
      Seconded by: Michael Mei (bi195)
      VOTE: All in favor

      MOTION: That the AGM chair set other AGM deadlines and periods as follows: deadline for AGM email notice to members, deadline for special motions from members, deadline for proxy votes, period for members to nominate candidates for election to the NCF Board of Directors, deadline for submitting Board of Director candidate information, and deadlines for AGM reports for publication on the 2007 NCF AGM web site from the: Board chair, Executive Director, Treasurer, Auditor.
      Moved by: Graeme Beckett (aw958)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor

      Note: Shortly after this meeting the AGM chair confirmed the following AGM deadlines and periods as follows: deadline for AGM email notice to members: February 5, deadline for special motions from members: February 13 11:59 PM, deadline for proxy votes: March 21 11:59 PM, period for members to nominate candidates for election to the NCF Board of Directors: February 28 8:00 AM to March 13 11:59 PM, deadline for submitting Board of Director candidate information: March 18 11:59 PM, deadlines for AGM reports for publication on the 2007 NCF AGM web site from the: Board chair, Executive Director, Treasurer, Auditor: March 18 11:59 PM.

      MOTION: That Director Mary Anne Dugmore be appointed as chair and Gary Eikenberry be appointed as co-chairs of the 2007 AGM. The chair was delegated authority to appoint members to the AGM team as required.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Shing Kwong Lee (ez191)
      VOTE: All in favor

      ADDENDUM No 1: Subsequent to the this meeting, it was noted that the term of Gary Eikenberry (aa353) currently serving as second Vice President was also expiring this year and accordingly, an additional Board position will require election, bringing the total to five (5).

      ADDENDUM No. 2: Subsequent to this meeting, and noting that Gary Eikenberry (aa353) would not be eligible to act as AGM Co-Chair in light of his expired term and possible desire to run for re-election, the AGM Chair appointed Mark Mielke (al278) to serve as the AGM Co-Chair.

      MOTION: That a Nominations Committee be appointed consisting of Mary Anne Dugmore (Chair), John Selwyn and one or more additional members as required.

      The Committee's mandate, as recommended by the 2007 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 February 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: Gary Eikenberry (aa353)
      Seconded by: Graeme Beckett (aw958)
      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: Michael Mei (bi195)
      Seconded by: Mary Anne Dugmore (er983)
      VOTE: All in favor

      MOTION: That Director Graeme Beckett take charge of proxy voting arrangments.
      Moved by: Mary Anne Dugmore (er983)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor

      MOTION: The board formally expresses its gratitude to Jim Elder for maintaining the AGM web pages (among other things).
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Graeme Beckett (aw958)
      VOTE: All in favor

    2. 2006 Audit Committee

      MOTION: That an Audit Committee consisting of the President, 2nd Vice-President, Treasurer, and book-keeper, with the support of the ED and Accountant, be appointed to receive and review the annual audit for 2006 for presentation to the Board and to the Annual General Meeting.
      Moved by: Mary Anne Dugmore (er983)
      Seconded by: Graeme Beckett (aw958)
      VOTE: All in favor

      Note: The executive director has already booked time with KPMG, NCF's auditor.

    3. 2007 Operating Budget (John Selwyn)
      A conservative budget assuming dial-up use and donations decline by 10%, high speed membership grows by 50 users per month, and expenses remain largely fixed was presented. It was noted that NCF may be able to drop a PRI (23 dial-up channels) from fixed costs as dial-up use declines.

      MOTION: That the circulated 2007 Operating Budget be approved with the following minor ammendments: increase the amount for audit based on last year (likely $3K), move $50/month from parking to printing, ensure that the year 2007 is consistently cited.
      Moved by: Mary Anne Dugmore (er983)
      Seconded by: Don Francis (ba990)
      VOTE: All in favour

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

      Highlights of the Executive Director's report include:

      • Comprehensive web page traffic statistics for member home pages and organization pages are now available from the start page.
      • Key servers recently had their hardware upgraded.
      • NCF will soon update its mail server software.
      • NCF is seeking new volunteers with the following skills: technical writing, project management, discussion group inn-keepers (contributors and moderators).

      MOTION: That the Executive Director's report be received.
      Moved by: Mary Anne Dugmore (er983)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favour

    2. Treasurer's Report and Financial Statements

      A Treasurer's report was not available but the executive director did circulate the NCF Balance Sheet as of December 31, 2006.

  7. Announcements

    1. NEXT MEETING

      February 20, at 7 p.m.
      Suite 302, Trailhead Building
      1960 Scott Street

    2. ADJOURNMENT

      The meeting adjourned at 9.45 p.m.