NCF Board of Directors
Minutes of Meeting
March 4 2008

SOME HIGHLIGHTS

• Financial statements for 2007 adopted 
• Nominations Committee report

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:13 p.m. with Chris Cope as Chair and Graeme Beckett as Secretary.

1. INTRODUCTIONS

   Board members present:
   Alan McRae (fl334) Treasurer
   Mark Mielke (al278)
   Christopher Cope (bz787), President/chair
   Graeme Beckett (aw958) Secretary
   Jim Nubel (fm776)
   Gary Eikenberry (aa353), 2nd Vice-president
   Don Francis (ba990)  

   Regrets:
   Shing Kwong Lee (ez191)
   Mary Anne Dugmore (er983), 1st Vice-president 
   

   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.

2. CONFIRMATION OF QUORUM
   

   Quorum was confirmed.
   

3. REVIEW OF THE AGENDA
   (see draft agenda)

   MOTION: That the agenda be adopted as is.
   Moved by: Jim Nubel (fm776)
   Seconded by: Gary Eikenberry (aa353)
   VOTE: All in favor. 
   VOTE: Carried.

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

   MOTION: Accept the minutes of the January 2008 meeting as is.
   Moved by: Alan McRae (fl334)
   Seconded by: Gary Eikenberry (aa353)
   VOTE: All in favor. 
   VOTE: Carried.

5. ONGOING BUSINESS

   1.  

   2. 2007 Audit Review (Alan McRae, Treasurer)
      
      A teleconference meeting with the audit committee and KPMG took place on February 26, 2008. Alan had circulated a terms of reference for the audit to the audit committee in advance of meeting with KPMG. The difference between an audit and a review engagement was discussed and our Treasurer is satisfied with the completeness of the review engagement. 
      
      The surplus for 2007 was $60,731, and a brief discussion on reserve funds and segregated funds ensued. The The main reasons for the surplus in 2007 was the City of Ottawa grant which helped support the National Child Benefit Project, the DSL sales and service, and lower staffing levels during periods of the year.
      
      MOTION: To receive the Treasurers report on the financial statements and the audit process and to adopt the financial statements for 2007. 
      Moved by Gary Eikenberry (aa353)
      Seconded by Jim Nubel (fm776) 
      VOTE: All in favor. 
      VOTE Carried
      
      
   3. 2008 AGM  (Graeme Beckett, AGM Chair)
      
      Progress for the 2008 AGM was running smoothly and there were no special motions for the AGM. 
      
      The NCF has three standard motion each year that are required to be approved by the board and presented to the voting members:

       

      • 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 2008 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 prior 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: Christopher Cope (bz787) Chair
        Seconded by: Graeme Beckett (aw958) Secretary
        VOTE: All in favor.
        VOTE: Carried

        MOTION: That the Board approve and advance the following motion relating to the appointment of an auditor, to the NCF 2008 AGM for consideration by the members:

        • MOTION: Be it resolved that the National Capital FreeNet appoint the firm of KPMG as its auditor for the current 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.

        Moved by: Christopher Cope (bz787) Chair
        Seconded by: Graeme Beckett (aw958) Secretary
        VOTE: All in favor.
        VOTE: Carried

        MOTION: That the Board approve and advance the following motion relating to rules and regulations to the NCF 2008 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 prior 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: Christopher Cope (bz787) Chair
        Seconded by: Graeme Beckett (aw958) Secretary
        VOTE: All in favor
        VOTE: Carried

        Note: The chairman and the secretary agreed to move and second the standard AGM motions approved and advanced by the board at this meeting.

      MOTION: To accept the AGM report 
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Alan McRae (fl334)
      VOTE: All in favor. 
      VOTE: Carried.

      
      

6. REPORTS
   
   
   1. Nominations Committee Report (Chris Cope)
      
      The Nominations Committee has recommended a slate of five excellent candidates. 

      
      MOTION: WHEREAS Amy Yee, Doug Hull, Rowland Few, Jim Nubel and Frank Cardo have approached the NCF Board-appointed Nomination Committee expressing a desire to serve as Directors of the National Capital FreeNet;
      
      AND WHEREAS the Nomination Committee has completed such discussion with these candidates and investigation as it deemed necessary;
      
      THEREFORE BE IT RESOLVED that the Nomination Committee Report be received, and that Amy Yee, Doug Hull, Rowland Few, Jim Nubel and Frank Cardo be named as the Board-approved slate of candidates for consideration by the members as prospective Directors at the 2008 National Capital FreeNet Annual General Meeting
      
      AND BE IT FURTHER RESOLVED That the AGM Chair is hereby instructed to record the nomination of Amy Yee, Doug Hull, Rowland Few, Jim Nubel and Frank Cardo as nominated by the two members of the Nomination Committee: Chris Cope (bz787) and John Selwyn (es347), 
      
      Moved by: Christopher Cope (bz787),
      Seconded by: Mark Mielke (al278)
      VOTE: All in favor. 
      VOTE: Carried

7. NEW BUSINESS
   
   

   None
   

8. ANNOUNCEMENTS
   
   The Executive Director announced that the NCF has hired a new employee to compliment staff in the office.
   
   In the fall of 2007 in the auditorium of the Museum of Science and Technology board member Graeme Beckett offered a presentation on behalf of the NCF for the Ottawa PC Users Group (OPCUG). Resulting from that presentation the Canadian Police College asked the NCF if Graeme would do a presentation in March 2008 geared towards the CPC's Digital Technologies for Investigators course. Graeme has agreed to do this presentation.
   
   
9. NEXT MEETING

   April 15, 2008, at 7 p.m.
   Suite 302, Trailhead Building
   1960 Scott Street

10. ADJOURNMENT

    The meeting adjourned at 8:45 p.m.