National Capital FreeNet / Libertel de la Capitale nationale

NCF Board of Directors
Minutes of Meeting
January 19, 2010

SOME HIGHLIGHTS


Minutes of a meeting of the Board of Directors

Held on January 19, 2010 
Suite 302, Trailhead Building
1960 Scott Street

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

  1. INTRODUCTIONS

    Board members present:
    Christopher Cope (bz787), President/chair
    Gary Eikenberry (aa353) 1st Vice-president
    Graeme Beckett (aw958) Secretary
    Alan McRae (fl334) Treasurer
    Amy Yee (fp017)
    Don Francis (ba990)
    Mark Mielke (al278)  
    Jim Nubel (fm776)
    Doug Hull (aa800)
    Peter McKinnon (fr198)

    Regrets:
    None

    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.

  2. CONFIRMATION OF QUORUM

    Quorum was confirmed.

  3. REVIEW OF THE AGENDA

    (see draft agenda)

    The agenda was adopted was adopted with no changes.

    MOTION: The agenda be adopted as presented.
    Moved by: Peter McKinnon (fr198)
    Seconded by: Amy Yee (fp017)
    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 March 2009 meeting as presented.
    Moved by: Doug Hull (aa800)
    Seconded by:  Gary Eikenberry (aa353)
    VOTE: All in favor. 
    VOTE: Carried.

  5. ONGOING BUSINESS

    1.  2010 AGM (Graeme Beckett)

      The AGM Chair (Graeme Beckett) appointed Mark Mielke as the Director in Charge of Proxies. The Returns Officer position was still in the process of being filled. The AGM website volunteer and coordinator is Jim Elder. The proposed dates for the 2010 AGM are as follows:

      Feb 24 8am to Mar 10 11:59pm Nomination period 
      Feb 19 11:59pm Deadline for submitting special motions 
      Mar 21 11:59pm Deadline for submitting candidate information
      Mar 21 11:59pm Deadline for submitting reports for the AGM
      Mar 23 11:59pm Deadline for voting by proxy 
      Mar 24 9am to Apr 6 6pm Voting period 

      MOTION: To accept the AGM dates as proposed..
      Moved by: Jim Nubel (fm776)
      Seconded by:  Peter McKinnon (fr198)
      VOTE: All in favor. 
      VOTE: Carried.

    2. Motions for 2010 AGM

      The by-laws of the National Capital FreeNet require members to consider three standard motions at each AGM. These are:

      1. Motion A - Remuneration of Agents, Contractors, and Employees
      2. Motion B - Appointment of Auditors
      3. Motion C - Rules and Regulations

      MOTION: To advance the three standard motions to the AGM.
      Moved by: Gary Eikenberry (aa353)
      Seconded by:  Don Francis (ba990)
      VOTE: All in favor. 
      VOTE: Carried.

    3. 2010 budget (Alan McRae and Rowland Few)

      The Executive Director provided the board with four 2010 budget statement scenarios. 
      (a) Modest increase of 30 DSL members a month: Net income -$155
      (b) Increase of 50 DSL members a month: Net income $4,562
      (c) Increase of 30 DSL members a month plus $0.50 a month increase: Net income $1,980.
      (d) Increase of 30 DSL members a month plus $1.00 a month increase: Net income $4,114

      After much informal discussion and two round table discussions the board choose budget (a) which was the Executive Director's preferred budget. There was concern about the proposed implementation in 2010 of the HST tax which would add an additional 8% to the DSL subscriptions. The Board decided for reasons including but not limited to "optics" and "marketing" to not increase the price of the DSL subscriptions. After a period of reduced activity the NCF marketing is due to be ramped up this year.with $6,000 allocated. 

      MOTION: To accept a balanced budget under scenario (a) which would require the Executive Director to find an additional modest savings of $155 and also does not  increase the DSL subscription price.
      Moved by: Jim Nubel (fm776)
      Seconded by: Peter McKinnon (fr198)
      VOTE: All in favor. 
      VOTE: Carried.

  6. REPORTS

    1. Executive Director's Report 
      (see accompanying report)
      Of note:
      Financials (July - September) 
      - Net income  -$16,203 vs. target of -$13,653 
      - Donations $32,697  (-6% decline from previous year) 
      - DSL subscription margin of $27.1K as compared to $30.6K in the budget
      - DSL hardware margin of $2,551 vs target of $7,500 - Less modems sold in November and December
      - Marketing expense $0 for quarter
      DSL
      - DSL users increasing by 20 to 30 a month
      - 2,300 DSL users at end of period
      Infrastructure:  
      - Help FAQ is being updated
      - Carleton Upgrade completed December 09
      - New Back-up server operational December 09
      - New conferencing service for Organizational accounts – meet 21 Jan 2010
           NCF development community to be asked to field trial system
      Staffing/Volunteers
      - Thank you to the office team for their continued contribution and support
      - Thank you to Adam Hunt
           Providing Freeware/Open Source SW on CD for members visiting the office
           Covers browser, anti-virus, desktop and Linux
      - Thank you to Dan B.
           Providing on-line member support 
           Training of the office team
      - Thank you to Beverley for continued office support
      - Thank you to Meredith for continued office support
      - Thank you to Howard  Eisenberger for continued online member support
      Marketing 
      - Met with Ottawa Public Library twice since October
      - Metrics:
           Dial-up membership down 14% yr/yr
           DSL membership up 20% yr/yr
      - Survey summary: 
           Appreciate local support
           Improve community outreach/awareness
      - Work with Marketing committee:
           Meet early in February
           Promotion to existing and new members
           Outreach / training to members
      New Initiatives
      - Office support
         
        Review on-line ticket system for members
           Upgrade support PC’s
           Upgrade office voice mail system and fax machine
      - Network hardware
          New Gateway server for redundancy: Spring 2010
          VPOP server / off site back-up: Spring 2010
          Cluster (2x Servers for redundancy): Summer 2010
          Mail, Database and Storage
      - New Dial-up lines – VPOP Spring 2010
          Roll-out to members 
          Opportunity to reduce costs
      - New Web mail 
          Team to select new service and trial: Summer/Fall 2010
      - Architecture review continues
          Redundancy
          Server lifecycle

      MOTION: To receive the Executive Director's report.
      Moved by:  Jim Nubel (fm776)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE: Carried

    2. Treasurer's Report and financial statements

      The financial statements for the quarter and for the year were distributed during the budget discussions. The Treasurer commended the Executive Director for being frugal and running so close to budget for the year. 

      Finances for October - December
      Net Income: -$16,203
      vs. target of -$13,653

      Total income from Donations: $32,697
      vs target of $33,096 
      Down from $38,936 last year (-6%)‏
      Total Income from DSL: $216,089
      Vs target of $218,400
      Up from $186,254 last year (16%)
      Margin of $27.1K as compared to $30.6K in the budget
      DSL hardware: $12,531
      Target of $15,000
      Margin of $2,551 vs target of $7,500

      Cash on hand: $114,418
      - Cashflow: $6,507
      - ING interest account: $69,344 

      Total current assets: $133,846
      Total A/P and Accrued Liabilities: $52,448
      Total Equity: $80,777

      Finances for January - December
      Net Income: -$16,203
      vs. target of -$13,653 
      Total revenue $ 1,037,058
      Vs target $1,061,961
      Up from $911,300 last year (14%)

      Total income from Donations: $155,931
      vs target of $151,281
      Down from $177,977 last year (-12%)‏
      Total Income from DSL: $821,626
      Vs target of $847,680
      Up from $649,507 last year (26%)
      DSL hardware: $56,721
      Target of $60,000
      Down from $79,470 last year (-29%)‏

    3. Report of Executive Committee (Chris Cope)

      The Executive Committee did not meet.

    4. Report of Strategic Planning Committee (Jim Nubel)

      NCF met with the Desk Top committee of the Ottawa Public library on Jan 6th with consensus to move forward with an up-dated MOU which will establish an agreement with regard to promoting NCF services at their sites to include signage and brochures and training for staff. The library staff provided recommendations for promotion of NCF services across a number of organizations they felt would benefit from the services provided by NCF

      The Strategic Planning Committee will meet again in early February.

      MOTION: To accept the report from the Strategic Planning Committee.
      Moved by: Peter McKinnon (fr198)
      Seconded by: Alan McRae (fl334) 
      VOTE: All in favor. 
      VOTE: Carried

  7. NEW BUSINESS

    1.  2009 audit discussion and committee formulation (Alan McRae and Rowland Few)

      Gary Eikenberry proposed the following motion.

      MOTION:
      To strike a committee consisting of the Treasurer, the Chair and the Executive Director.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Alan McRae (fl334) 
      VOTE: All in favor. 
      VOTE: Carried

    2. Nominations Committee discussion

      The four board members who's terms are expiring had indicated that they would be running again and would agree to be nominated. The committee would for additional candidates and among those discussed was locating a representative form the library and OPERA (the retired teachers association).

      MOTION:
      To receive the report from the Nominations Committee.
      Moved by: Peter McKinnon (fr198)
      Seconded by: Alan McRae (fl334) 
      VOTE: All in favor. 
      VOTE: Carried

  8. ANNOUNCEMENTS

    February 12, the city is to have an economic development meeting at Ben Franklin Place.

    1. NEXT MEETING

      Teleconference to review Nominations Committee Report.
      February 23, 2010 at 3 p.m.

      To review audit, March 23 at 7 p.m. 
      Suite 302, Trailhead Building
      1960 Scott Street

      Regular board meetings resume, April 20, 2010, at 7 p.m.
      Suite 302, Trailhead Building
      1960 Scott Street

    2. ADJOURNMENT

      The meeting adjourned at 10:05 p.m.