NCF Board of Directors
Minutes of Meeting
February 25, 2014 

SOME HIGHLIGHTS

• Dates set for NCF's 2014 AGM
• Board moves Year End Financials to the AGM
• NCF to host Canada Revenue Agency volunteer income tax clinics

Minutes of a meeting of the Board of Directors

The meeting was called to order at 7:08 p.m. with Gary Eikenberry as Chair and Graeme Beckett as Secretary.

INTRODUCTIONS

Board members present:
Gary Eikenberry (aa353) President
Peter MacKinnon (fr198) 1st Vice-president
Mike Kelly (fm342) 2nd Vice-president
Alan McRae (fl334) Treasurer
Graeme Beckett (aw958) Secretary
Christopher Cope (bz787)
Tom Moore (fw054)
Ken McCarthy (fr786)
Michael Weiss (ft850)

Regrets:
Amy Yee (fp017)

NCF Management/Staff present:
Executive Director: Tony McNeill

Guests:
Jim Elder (aa456)

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  .

   MOTION: To accept agenda as circulated.
   Moved by: Christopher Cope (bz787)
   Seconded by: Alan McRae (fl334)
   VOTE: All in favor. 
   VOTE: Adopted
    

3. Review of the Minutes of the Previous Meeting
   
   Minutes of January 28, 2014
   
   MOTION: Motion to adopt the minutes of January 28, 2014 as circulated.
   Moved by: Ken McCarthy (fr786)
   Seconded by: Christopher Cope (bz787)
   VOTE All in favor.
   VOTE: Adopted
    
4. Reports 
   1. Executive Director's Report (Tony McNeill)
      
      Highlights
      
      The Executive Director presented an abbreviated report.
      
      Financials: The January financials were not yet available from the bookkeeper. A greater emphasis has been placed on accounts receivable and process issues. This resulted a considerable drop in the overall service and hardware accounts receivable.
      
      DSL & Dialup There had been some inconsistency with the previous DSL churn rate data with the new reporting to be more accurate. Dial-up continues its slow decline. DSL churn is down. Network performance continues to be monitored.
      
      Office & Structure The organizational structure and assignments have been divided into three functional areas to improve quality of service, and office processes: (i) order entry, processing and accounts receivable (ii) order fulfilment and help desk (iii) system administration. Work remains in identifying gaps and process issues requiring manual intervention and overlap. This would likely require another two or three months to iron out. The Help Desk continues to improve with calls and tickets under control.  
      
      Initiatives The Executive Director is working towards a member-get-a-member drive.  The drive will take place over several weeks with the dates yet to be announced.  On another possible initiative, Tony's discussions with the Westboro BIA are underway.
      
      MOTION: To accept the Executive Director's Report.
      Moved by:  Tom Moore (fw054) 
      Seconded by:  Michael Weiss (ft850)
      VOTE All in favor.
      VOTE: Adopted
       
5. Ongoing Business  
    
   1. 2014 Budget Discussion (Tony McNeill)
      
      The budget discussion was deferred to a later meeting.
       
   2. Treasurer's Perspective on Year End Financials (Alan McRae)
      
      Alan remarked that during his several years on the Board that the NCF had never had such a positive year and that we now have a good cushion for possible transitions. During the year the NCF received a large refund from Bell due to a CRTC decision that lowered the pricing of one of our DSL service costs. Administration and equipment expenses remained fairly static and with the lower DSL service costs, DSL margins went up. During the end of the year the NCF also benefited from promotional free rent for the new office location.
      
      Alan did note that we should have an allowance for bad debts and that carrying a surplus of about 50% of admin costs would be an ideal norm.
       
   3. NCF Anniversary Planning Update  (Tony McNeill)
      
      The date of NCF 20 has been reset to May 15 at the same venue. Some guest speakers have been identified and others being contacted. Initial contact with some sponsors has been established. The NCF20 logo is in the final stages.
       
   4. Strategic Planning Committee Update (Peter MacKinnon)
      
      Two members, those being Doug and Amy have left the committee. During the meeting it was agreed that the committee would now be comprised of Peter MacKinnon as Chair, and Gary Eikenberry, Graeme Beckett and Chris Cope as members. Tony and Peter will informally keep in touch and further discussions could resume some time after the NCF anniversary event. 
       
   5. Nominating Committee Update (Chris Cope)
      
      We have one board position open at this time and an additional three board members whose terms are coming to completion have announced that they will not be running again. Chris Cope, Mike Kelly and Peter MacKinnon have had initial discussions with several potential candidates. The Nominations Chair, Chris Cope will provide follow up discussions with each.
       
   6. New Not-for-Profit Corporations Act (Mike Kelly)
      
      As a not-for-profit corporation the NCF must comply with the new Not-for-Profit Corporations Act (Assented to 2009-06-23) by October of 2014.
      
      Mike Kelly provided the board with a draft set of updated by-laws at the January board meeting and a draft motion which will be presented to the NCF members at the 2014 AGM. The motion is for the membership to vote on the Articles of Continuance and the updated by-laws. At this meeting, discussion ensued on wording of the motion. Mike will next produce the Articles of Continuance using Industry Canada's online forms.                 
      
      MOTION: That the Chairman of the committee, Mike Kelly be thanked for his outstanding work.
      Moved by: Peter MacKinnon (fr198)
      Seconded by: Michael Weiss (ft850)
      VOTE: All in favor. 
      VOTE: Adopted
       
6. New Business
    
   1. 2013 Year End KPMG "Financial Review Engagement" (Gary Eikenberry)
      
      The discussion for this item took place during 5b)  "Treasurer's Perspective on Year End Financials". 
      
      MOTION: To move the Year End Financials to the AGM.
      Moved by: Christopher Cope (bz787)
      Seconded by: Graeme Beckett (aw958)
      VOTE: All in favor. 
      VOTE: Adopted
       
   2. 2014 AGM Update (Graeme Beckett)
      
      Graeme circulated an update in advance of the meeting. The AGM Calendar of events has been established and posted on the 2014 AGM page.
      
      Mar 14 8am to Mar 21 11:59pm Nomination period
      Mar 15 11:59pm Deadline for submitting special motions
      Mar 24 11:59pm Deadline for submitting candidate information
      Mar 24 11:59pm Deadline for voting by proxy
      Mar 26 9am to Apr 2 6pm Voting period
       
7. Announcements
   
   The NCF will be hosting Canada Revenue Agency volunteer income tax clinics for low income individuals and students.     
    
8. Date of Next Meeting

   The next regular meeting will be March 18, 2014,
   NCF Offices, Suite 206 Richmond Square, 1305 Richmond Rd.
    

9. Adjournment
   
   The meeting adjourned at 9:29 p.m.

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