2025-05-27-Minutes

NCF Board of Directors
Minutes of Board Meeting
May 27, 2025

Minutes of a meeting of the Board of Directors

Board members present:
Anis Hanna (gb499) Chair
Majd Karam (gc029) 1st Vice Chair
Peter MacKinnon (fr198) 2nd Vice-Chair
Emmanuel Adenlolu (gc476) Treasurer
Graeme Beckett (aw958) Secretary
Chris Cope (bz787)
Stephen Fanjoy (gd782)
Spencer Callaghan
Sean Geddes
Len Fardella

Regrets:
None

NCF Management/Staff present:
Executive Director: Shelley Robinson

Guests:
Philippe Renaud from Marcil Lavallee
Chris Tacit from Tacit law

1. Confirmation of Quorum
   
   Quorum was confirmed
   
2. Consent Agenda (45 minutes: questions & comments or corrections)
   
   
   1. Review 2024 audited financial statements with Philippe Renaud from Marcil Lavallee (8:05 PM)
      
      Motion: To move in-camera.
      Proposer: Chris Cope (bz787)
      Seconder: Majd Karam (gc029)
      The motion was carried.
      
      Motion: To accept the 2024 audit and submit for review by members at the AGM.
      Proposer: Stephen Fanjoy (gd782)
      Seconder: Peter MacKinnon (fr198)
      The motion was carried.
      
   2. Appointment of auditors at AGM
      
      Motion: To recommend at the AGM the firm of Marcil Lavallee as NCF's auditor for the current financial year and the remuneration will be fixed by the Board.
      Proposer: Chris Cope (bz787)
      Seconder: Emmanuel Adenlolu (gc476)
      The motion was carried.
      
   3. Minutes of board meeting May 27, 2025.
      
      There were no comments on the draft minutes.
      
   4. AGM planning miscellaneous items
      
      There are four board seats up for election this year.
      
   5. Discussion on WiFi and Waffles networking event (Shelley Robinson) (OPTIONAL time permitting)
      
      There was insufficient time for this item.
      
      Motion: To approve the consent agenda.
      Proposer: Majd Karam (gc029)
      Seconder: Stephen Fanjoy (gd782)
      The motion was carried.
      
3. Strategic Focus Discussion (60 minutes)
   
   1. Review of proposed by-law changes and revised objects of the corporation (Chris Tacit from Tacit law)
      
      NATIONAL CAPITAL FREENET INCORPORATED
      RESOLUTION OF DIRECTORS RE: RECOMMENDATION FOR MEMBERS TO ADOPT REVISED STATEMENT OF PURPOSE FOR THE CORPORATION (MAY 27, 2025)
      
      IT IS RESOLVED THAT the directors of the Corporation:
      
      (1) Recommend to the members of the Corporation that they grant all the approvals required to amend the Statement of purpose of the Corporation set out the in Corporation’s Articles of Continuance by replacing the existing text with the following:
      
      1. To provide internet access, related services and digital skills support to current and former residents of the National Capital Region;
      
      2. To help connect those in the National Capital Region to the internet who are not yet connected; and
      
      3. To advocate for affordability of internet access, digital equity and the elimination of the digital divide.
      
      (2) Place the recommendation set out in part (1) of this resolution before the members of the Corporation for consideration as special business at the 2025 annual meeting of members of the Corporation.
      
      Proposer: Peter MacKinnon (fr198)
      Seconder: Majd Karam (gc029)
      The motion was carried.
      
      Discussion on the by-law changes will resume at the next meeting,
      
4. Date of Next Meeting _________
   
   The next Board meeting is proposed to be June 10th 2025: Hybrid, electronic and in-person at NCF office.
   
5. Standing agenda item for discussion without staff and review (15 minutes)
   
   1. Discussion item (Anis Hanna)
      
      This item is conducted in-camera.
      
      Motion: To move out of camera.
      Proposer: Stephen Fanjoy (gd782)
      Seconder: Graeme Beckett (aw958)
      The motion was carried.