National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
January 18, 2009

SOME HIGHLIGHTS


Minutes of a meeting of the Board of Directors

Held on January 18, 2009 
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:
    Alan McRae (fl334) Treasurer
    Christopher Cope (bz787), President/chair
    Graeme Beckett (aw958) Secretary
    Doug Hull (aa800)  
    Mark Mielke (al278)  
    Jim Nubel (fm776)

    Regrets:
    Gary Eikenberry (aa353)
    Don Francis (ba990)
    Amy Yee (fp017)

    NCF Management/Staff present:
    Rowland Few (fp085), 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)

    The agenda was adopted with no changes.

    MOTION: That the agenda be adopted as presented.
    Moved by: Doug Hull (aa800)
    Seconded by: Alan McRae (fl334) Treasurer 
    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 October 2008 meeting as presented.
    Moved by: Graeme Beckett (aw958)
    Seconded by: Jim Nubel (fm776) 
    VOTE: All in favor. 
    VOTE: Carried.

  9. ONGOING BUSINESS

    1. Staffing Discussion (Rowland Few)

      MOTION:
      To move "in camera".
      Moved by: Jim Nubel (fm776)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Carried.

      MOTION:
      To move out of camera.
      Moved by: Jim Nubel (fm776)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Carried.

      The NCF changeover in staff and bus strike were discussed.

  10. REPORTS

    1. Executive Director's Report 
      (see accompanying report)
      Of note:
      Financials (October - December) 
      - Donations continue downward trend (-13% from previous year)
      - DSL subscription margin 8k above target for the period 
      - DSL hardware margin 5k below target
      - DSL now surpasses 2000 members
      Year End Finances (January - December)
      - Donations 3k above target but down 8% from last year
      - DSL income up from last year
      - DSL hardware 3k under target
      DSL
      - ST585v7 (Wireless modem) introduced - smaller, easier user interface, more configuration options
      Infrastructure:  
      - ED Technology Team established
      Marketing 
      - On hold pending new hiring
      New Initiatives
      - Membership initiatives - on hold pending new hiring.
      - Carleton making changes to computer services and space - NCF must coordinate moves with CCS
      - Staff hiring 
    2. MOTION: To accept the Executive Director's report.
      Moved by: Mark Mielke (al278)
      Seconded by: Alan McRae (fl334)
      VOTE: All in favor. 
      VOTE: Carried

    3. Treasurer's Report and financial statements

      The Treasurer's time has been at a premium due to his change in offices. His year end review was preliminary.

      Of Note:
      Non audited statements indicate a $8,823 deficit
      Communications lines were 15k above budget for year. The ED will review this item.
      Some of the staffing costs above budget
      Revenue from donations were below budget
      Revenue from DSL subscriptions was above budget 
      Reserve fund at 92k

      MOTION:
      To receive the Treasurer's report.
      Moved by: Doug Hull (aa800)
      Seconded by: Mark Mielke (al278)
      VOTE: All in favor. 
      VOTE: Carried

    4. Report of Executive Committee (Chris Cope)

      The Executive Committee did not meet.

    5. Report of Strategic Planning Committee (Jim Nubel)

      The Strategic Planning Committee did not meet. The Strategic Planning Committee will meet again when the new Executive Director is ready. 

  11. NEW BUSINESS

    1. 2009 budget (Alan McRae and Rowland Few)

      The 2009 budget is to be presented at the March 2009 board meeting. 

    2. 2008 audit discussion and committee formulation (Alan McRae and Rowland Few)

      The 2008 audit review is the week of February 9. 

      MOTION: To form an Audit Committee consisting of Chris Cope, Gary Eikenberry and Rowland Few.
      Moved by: Graeme Beckett (aw958) 
      Seconded by: Jim Nubel (fm776)  
      VOTE: All in favor. 
      VOTE: Carried
       
    3. 2009 AGM (Graeme Beckett) 

      This year there are 4 positions on the Board open for election. Three are 3 years terms and one is a 2 year term.

      The 2009 Calendar of events:

      Feb 25 8am to Mar 11 11:59pm   Nomination period 
      Feb 26 11:59pm                             Deadline for submitting special motions
      Mar 15 11:59pm                             Deadline for submitting candidate information
      Mar 18 11:59pm                             Deadline for voting by proxy
      Mar 19 9am to Apr 1 6pm             Voting period


      MOTION: To appoint Jim Nubel as AGM Chair, Don Francis as Director in Charge of Proxies, Andre Vellino as Returning Officer with Andre Dalle performing duties of voting systems administration and Jim Elder performing duties with web page and software configuration.
      Moved by: Graeme Beckett (aw958) 
      Seconded by: Mark Mielke (al278)
      VOTE: All in favor. 
      VOTE: Carried

      MOTION:  The Board approves the three motions circulated by the Board Secretary to be presented to the 2009 NCF AGM.
      1. Motion A - Remuneration of Agents, Contractors, and Employees
      2. Motion B - Appointment of Auditors
      3. Motion C - Rules and Regulations

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

      Moved by: Mark Mielke (al278) 
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor.
      VOTE: Carried

    4. Nominations Committee 

      MOTION:
      To form a Nominations Committee consisting of Chris Cope, Doug Hull and Rowland Few.
      Moved by: Graeme Beckett (aw958) 
      Seconded by: Jim Nubel (fm776)  
      VOTE: All in favor. 
      VOTE: Carried

    5. Discussion on Future Trends 

      This item will be discussed at a future board meeting
  12. ANNOUNCEMENTS

    None

  13. NEXT MEETING
  14. March 3, 2009, at 7 p.m.
    Suite 302, Trailhead Building
    1960 Scott Street

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