National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
October 16 2007

SOME HIGHLIGHTS


Minutes of a meeting of the Board of Directors

Held on October 16 2007 at 7:00 pm
Suite 302, Trailhead Building
1960 Scott Street

The meeting was called to order at 7:10 p.m. with Chris Cope as Chair and Graeme Beckett as Secretary.

  1. INTRODUCTIONS
  2. Board members present:
    Christopher Cope (bz787), President/chair
    Gary Eikenberry (aa353), 2nd Vice-president
    Graeme Beckett (aw958) Secretary
    Don Francis (ba990)  
    Alan McRae (fl334) Treasurer
    Mary Anne Dugmore (er983), 1st Vice-president 
    Mark Mielke (al278)

    Regrets:
    Shing Kwong Lee (ez191)
    Jim Nubel

    Note: Michael Mei (bi195), (former Secretary) is no longer on the board.
    Note: Tony McNeill (ff231) is no longer on the board.
    Note: Ian Gibson (fg929) is no longer on the board.
    Note: Michael Fletcher (fe710) (former Treasurer) is no longer on the board. This board vacancy was filled at the 2007 AGM.

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

    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.

  3. CONFIRMATION OF QUORUM

  4. Quorum was confirmed.

  5. REVIEW OF THE AGENDA

  6. (see draft agenda)

    MOTION: That the agenda be adopted with item 7 (a) "AGM Toolkit Preparation" be removed and replaced with 3 new items (a), (b) and (c) under 7. "New Business".
    Moved by: Mary Anne Dugmore (er983)
    Seconded by: Alan McRae (fl334)
    VOTE: All in favor. 
    VOTE: Carried.

  7. APPROVAL OF THE MINUTES OF THE PREVIOUS MEETING

  8. (see minutes of prior month)

    MOTION: Accept the minutes of the July 2007 meeting as-is.
    Moved by: Graeme Beckett (aw958)
    Seconded by: Gary Eikenberry (aa353)
    VOTE: All in favor. 
    VOTE: Carried.

  9. ONGOING BUSINESS
    1. Approval of the Minutes of the April 2007 Board Meeting 
    2. MOTION: To approve the minutes of the April 2007 board meeting with the amendment that the "Strategic Planning Committee" should be revised to "Strategic Planning and Marketing Committee".  
      Moved by Mary Anne Dugmore (er983)
      Seconded by Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE Carried

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

    2. (see accompanying report)

      Highlights of the Executive Director's report include:


      MOTION: That the Executive Director's report be received.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Alan McRae (fl334)
      VOTE: All in favor. 
      VOTE: Carried

    3. Treasurer's Report and Financial Statements
    4. The Treasurer noted an approximate $40,000 positive variance from budget for July thru September. Twenty one thousand dollars were saved as a result of reduced staffing. The NCF's three insurance policies, Directors and Officers liability, General Liability and Errors and Omissions had increased for the coming year by about one thousand dollars.

      MOTION: That the Treasurer's report be received.
      Moved by: Don Francis (ba990)
      Seconded by: Mary Anne Dugmore (er983)
      VOTE: All in favor. 
      VOTE: Carried

    5. Report of Executive Committee (Chris Cope)

      The Board was informed that the Executive Committee met on the 23rd of August, the 11th of September and October 5th. The budget, and staffing issues, plus the NCF's OC Transpo adds were highlighted.

      MOTION:
      That the Executive Committee report be received.
      Moved by: Mary Anne Dugmore (er983)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE: Carried
    6.  

    7. Report of Strategic Planning and Marketing Committee (Mary-Anne Dugmore)

      The Strategic Planning and Marketing Committee met October 10th 2007. Present were Mary Anne Dugmore, Mark Mielke, Don Frances, Jim Nubel, Chris Cope and Van Yoeun. During its meeting  the committee discussed its role and goals and focus of the committee and also the direction for the NCF.

      Of note: Budget constraints and target audience. Financial modeling and branding.
      Of note: To develop a formal marketing plan
      Of note: Past initiatives with costs and membership statistics
      Of note: Competitive review vs. other service providers

      The next meeting of the Strategic Planning and Marketing Committee will be November 6, 2007.

      MOTION:
      That the Strategic Planning and Marketing Committee report be received.
      Moved by: Alan McRae (fl334)
      Seconded by: Don Francis (ba990)
      VOTE: All in favor. 
      VOTE: Carried

  11. NEW BUSINESS

    1. Staffing  (Chris Cope and Gary Eikenberry)

    2. Our current Executive Director has decided to move on to further his educational studies. In the NCF office the position of Office manager is vacant. This provides the board with an opportunity to change the management structure and dynamics of the NCF. The board discussed the staffing issues and various ways to fulfill them.


      MOTION:
      That the NCF create two new positions to be staffed as soon as possible. A full time position as General Manager and a part time position as Executive Director.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Mary Anne Dugmore (er983)
      VOTE: All in favor. 
      VOTE: Carried

      MOTION: To appoint a search committee to acquire a new Executive Director and to work with our current Executive Director to fill the new position of General manager. The Search Committee will consist of Chris Cope, John Selwyn, Shing Lee (to be verified), Gary Eikenberry and Alan McRae. Given time constraints by some of the committee members the Search Committee may also appoint additional personnel to the Search Committee as required.
      Moved by: Don Francis (ba990)
      Seconded by: Mark Mielke (al278)
      VOTE: All in favor. 
      VOTE: Carried

    3. 2008 Budget
    4. Action Item: The Treasurer Alan McRae (fl334) will circulate a draft budget to the Board in December.

    5. 2008 AGM Discussion (Graeme Beckett)

      There was discussion concerning the 2008 AGM and the Board's reduced meeting schedule of every three months rather than monthly. Graeme Beckett will look at timing issues concerning the AGM, nominations, the audit and the board meeting schedule. 

      Of note: The size of the board, currently set at eleven and the quorum size (five) may be discussed at the January board meeting if required.


      MOTION:
      To appoint Graeme Beckett AGM Chair.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Alan McRae (fl334)
      VOTE: All in favor. 
      VOTE: Carried

      MOTION: To create a Nominating Committee consisting of Chris Cope and John Selwyn who may also appoint additional personnel to the Nominating Committee as required.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Alan McRae (fl334)
      VOTE: All in favor. 
      VOTE: Carried


  12. ANNOUNCEMENTS

    None

  13. NEXT MEETING
  14. January 15, 2008, at 7 p.m.
    Suite 302, Trailhead Building
    1960 Scott Street

  15. ADJOURNMENT
  16. The meeting adjourned at 9:35 p.m.