NCF Board of Directors
Minutes of Meeting
July  21, 2012 

SOME HIGHLIGHTS

• All DSL account transfers are complete.
• Elections of officers and banking resolution
• Strategic Planning Committee reconvened
• NCF office lease renewed

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:04 p.m. with Chris Cope as Chair and Graeme Beckett as Secretary.

INTRODUCTIONS

Board members present:
Christopher Cope (bz787), President
Gary Eikenberry (aa353) 1st Vice-president
Alan McRae (fl334) Treasurer
Graeme Beckett (aw958) Secretary
Doug Hull (aa800)
Mike Kelly (fm342)
Amy Yee (fp017)
Peter MacKinnon (fr198)
Tom Moore (fw054)

Regrets:
Ken McCarthy (fr786)
Michael Weiss (ft850)

NCF Management/Staff present:
Ross Kouhi (ah455), Executive Director

Guests:
Jim Elder

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.

1. Confirmation of Quorum
   
   Quorum was confirmed.
    
2. Review of the Agenda  

   The draft agenda was adopted as presented.

   MOTION: That the agenda be adopted.
   Moved by: Peter MacKinnon (fr198)
   Seconded by: Doug Hull (aa800)
   VOTE: All in favor. 
   VOTE: Adopted
    

3. Review of the Minutes of the Previous Meetings.
    
   Amend the draft January minutes to include Gary Eikenberry as a member of the Finance Committee to meet with KPMG.
   
   MOTION: Adopt the minutes of the February 31, 2012 meeting.
   Moved by: Gary Eikenberry (aa353)
   Seconded by: Peter MacKinnon (fr198)
   VOTE All in favor.
   VOTE: Adopted
   
   MOTION: Adopt the minutes of the March 3, 2012 meeting as presented.
   Moved by: Doug Hull (aa800)
   Seconded by: Gary Eikenberry (aa353)
   VOTE All in favor.
   VOTE: Adopted
   
   MOTION: Adopt the minutes of the June 19, 2012 meeting as amended (motion 5e clarified).
   Moved by: Peter MacKinnon (fr198)
   Seconded by: Gary Eikenberry (aa353)
   VOTE All in favor.
   VOTE: Adopted
    
4. Reports 
   1. Report of the Executive Director (Ross Kouhi)
       
      • All DSL account transfers are complete with no orphaned accounts.
      • Bell's billing for the DSL transition was incomplete and is now due July 25. The previous month's overcharge also reappeared.
      • Ross anticipates we may be able to pay off the loan balance next month.
      • A savings account with a nearby Scotiabank is now in service.
      • The former DSL wholesaler appeared to have billing overcharges but is working cooperatively to work out the details.
      • The targeted fund for 2014 is the NCF Infrastructure Fund.
      • NCF volunteer growth is stable

      MOTION: To receive the Executive Director's Report.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Amy Yee (fp017)
      VOTE: All in favor. 
      VOTE: Received
       

   2. Treasurer's Report (Alan McRae)
      
      Alan noted that there wasn't much to add to the Executive Director's report and was awaiting full financials and that he'll work with Ross and Shirley after Bell's billing is finalized.
      
      MOTION: To receive the Treasurer's Report.
      Moved by:  Doug Hull (aa800)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE: Received
       
   3. Executive Committee Report (Chris Cope)
      
      None - The Executive Committee did not meet during the period
       
   4. Strategic Planning Committee: Review
      
      Of note: 
      • The MOU contact with the Ottawa Catholic School Board in regards with the cooperative project appears to be no longer available.
      • NCF should consider promotion of the new donated router.

      MOTION: To receive the Marketing Committee report.
      Moved by: Peter MacKinnon (fr198)
      Seconded by: Mike Kelly (fm342)
      VOTE: All in favor. 
      VOTE: Received
      
      MOTION: To strike a strike a Strategic Planning Committee, to be an ad-hoc committee of the Board consisting of Peter MacKinnon as chair, Doug Hull, Chris Cope, Alan McRae and Amy Yee.
      Moved by: Mike Kelly (fm342)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE: Received
       

   5. New Legislation Committee: Canada Not-for-profit Corporations Act  (Mike Kelly)
      
       In addition to the motion Mike will review the current set of by-laws and make recommendations about which to include in the submission and which we should adopt as policies.
      
      MOTION: Be it resolved that new Articles will be prepared for presentation to the members at the 2014 AGM, and for submission to Corporations Canada before October 17, 2014 in order to comply with the new Not-For-Profit Act. Those Articles to include the information form set out by Corporations Canada for the submission, and any by-laws the Board agrees should be brought forward from the set currently in force.
      Moved by: Mike Kelly (fm342)
      Seconded by: Alan McRae (fl334) Treasurer
      VOTE: All in favor. 
      VOTE: Received
       
5. Ongoing Business
    
   1. NCF's 20th Anniversary Planning (Ross Kouhi)
      
      Discussion ensued on on several fronts including a possible location and suggestions of a fairly wide range of dates which could, as an example, encompass the introduction of new NCF services along with a brief marketing discussion. A volunteer to coordinate the event is anticipated to be appointed by the Executive Director.
       
   2. NCF Office Location (Ross Kouhi)
      
      The NCF office lease was renewed for another year. Ross encouraged board members to keep an eye out for alternative office locations.
       
6. New Business  
    
   1. CCTS Resolution (Ross Kouhi)
      
      Joining CCTS is mandatory along with the annual fee. CCTS requires a five day deadline to respond. The documents have been sent in for review. Ross noted the NCF signup documents could be more specific about all possible fees. As a not-for-profit it may be worthwhile to seek a reduction or elimination of the annual fee.
       
   2. Board Communications Strategy (Peter MacKinnon)
      
      It was suggested that messaging from the board can be incorporated within the strategic planning.
       
   3. Election of Officers (Chair)
      
      MOTION: To nominate Alan McRae as Treasurer.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Peter MacKinnon (fr198)
      VOTE: All in favor. 
      VOTE: Carried
      
      MOTION: To nominate Gary Eikenberry as NCF President.
      Moved by: Graeme Beckett (aw958)
      Seconded by: Peter MacKinnon (fr198)
      VOTE: All in favor. 
      VOTE: Carried
      
      MOTION: To nominate Doug Hull as First Vice President.
      Moved by: Peter MacKinnon (fr198)
      Seconded by: Amy Yee (fp017)
      VOTE: All in favor. 
      VOTE: Carried
      
      MOTION: Peter MacKinnon as Second Vice President.
      Moved by: Gary Eikenberry (aa353)
      Seconded by: Doug Hull (aa800)
      VOTE: All in favor. 
      VOTE: Carried
      
      MOTION: To nominate Graeme Beckett as Secretary of the Board.
      Moved by: Alan McRae (fl334)
      Seconded by: Gary Eikenberry (aa353)
      VOTE: All in favor. 
      VOTE: Carried
       
   4. Banking Resolution (Chair)
      
      The banks require a motion indicating the signing officers for the corporation.

      MOTION: To appoint the signing officers for the NCF to be President Gary Eikenberry, Treasurer Alan McRae, First Vice President Doug Hull and Second Vice President Peter MacKinnon.
      Moved by: Alan McRae (fl334)
      Seconded by: Tom Moore (fw054)
      VOTE: All in favor. 
      VOTE: Carried
       

7. Announcements
   
   Peter mentioned that he ran for the CIRA elections and was eliminated in the 3rd round.
    
8. Date of Next Meeting

   The next regular meeting will be September 18, 2012, NCF Offices, Suite 302 Trailhead Building.
    

9. Adjournment
   
   The meeting adjourned at 9:56 p.m.

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