NCF's Annual General Meeting (AGM) is held online so that as many as possible of NCF's thousands of members can participate. NCF's first online AGM was held in 1993.
At the AGM, NCF members elect people to NCF's Board of Directors, vote on motions, and discuss issues affecting NCF (which is owned, controlled, and supported by NCF members). The AGM takes place in June each year, over a one week period so that everyone has a reasonable opportunity to get information, discuss it, and vote.
The Board of Directors consists of 11 directors elected by all NCF members who vote at the Annual General Meeting of members. The Board's task is to set the mission, vision, principles, and broad policies to direct NCF. The Board is also responsible for employing and evaluating the Executive Director, and for monitoring NCF operations. The Board works with his/her staff to develop NCF's strategic plan and to make decisions about major projects. No individual director has any authority to give instructions or direction to the Executive Director; only the Board as a whole can do that. The Board directs NCF through the Executive Director; they are responsible for ensuring that the direction set by the Board is implemented, coordinating staff and volunteers.
National Capital FreeNet (NCF) is governed by an 11 member Board of Directors elected by NCF members. The Directors' mandate is to ensure that NCF is managed to meet the needs of the members, and to maintain financial stability.
As representatives of NCF members, the Directors establish strategic objectives and policies, approve major financial transactions, advise on matters pertaining to organizational structure, and review and approve operating budgets.
The Board of Directors meet approximately 10 times a year. In addition, Directors may serve on committees which meet to deal with specific issues.
Prospective Directors come from all walks of life and bring varied experience to the Board. The ability to understand financial reporting and to make business decisions is essential, but Board Members must also possess a keen interest in online community networking and a desire to work to help NCF reach its objectives.
Prospective board members are encouraged to attend board meetings prior to their candidacy. All NCF board meetings are open to the public.
All registered NCF members may nominate eligible individuals to stand for election to the Board of Directors of the National Capital Freenet.
According to the Canada Not-for-profit Corporations Act, the following persons are disqualified from being a director:
Nominations will only be accepted in the nomination period which is posted on the main AGM webpage by contacting the Nominations Committee, made up of Board members. The committee will verify the candidate's eligibility and qualifications.
The deadline for submitting nominations is listed on the main AGM webpage.
After confirmation, the AGM Chair will ensure that the candidates names are on the ballot.
On-line voting will take place during the voting period (see main AGM webpage).
To help members evaluate candidates, each candidate is asked to provide a statement with information about themselves, and answers to two questions:
The statement and answers must be submitted together in one file by the deadline for submitting candidate information. Statements and answers may be in English and/or French and may contain links and images.
Candidates are encouraged to include or link to biographies or other relevant information. While providing this information is not mandatory for candidates, it is encouraged as it will contribute to a successful campaign.
The candidate information is posted on the AGM site by the start of the voting period. Once the voting period begins, candidate information may be not be altered unless approved by the AGM Chair. Statements may be re-formatted by the AGM chair to a consistent form for publication. Candidates are listed on the ballot in a random order for each voter.
The AGM discussion group is open for the duration of the election period for general discussion by all candidates and members.
Candidates may be asked to participate in a “Meet the Candidates” event to make themselves available to members and to answer questions. The Nomination Committee may speak with candidates to form recommendations on which candidates would best fit the composition of the board. It is strongly recommended that candidates make themselves known to the Nomination Committee as early as possible.
The by-laws of National Capital FreeNet require certain business to be considered at each annual general meeting: An annual report will be presented detailing the major events and accomplishments for the corporation, and the financial statements and report from the auditors will be made available. In addition, the by-laws require this motion to be considered:
Ordinary business is conducted on behalf of members by the elected Board of Directors, NCF employees, and volunteers. The NCF Board of Directors meets monthly, and any member can have ordinary business considered at any board meeting by making arrangements with a director or the chair of the Board.
Special business involves matters not usually conducted at Board meetings, such as calls for the resignation of a member, calls for the resignation of a director, and changes to the bylaws. Special business is described in the Canada Not-for-profit Corporations Act.
These motions fall into two overall categories: motions requesting resignations, and motions recommending changes to the way the National Capital FreeNet works. Decisions on motions of the former type, calling for resignations, are binding and are considered at the AGM. Each motion (if any) of the latter type is discussed as board business at the board meeting prior to the AGM. If approved by a majority vote of the Board, the motion is included in the AGM; decisions are non-binding.
Motions must be proposed and seconded by NCF members in good standing. Special business motions and supporting material must be emailed as a single message email to the Secretary of the Board at email@example.com with the subject: “Special business motion for the AGM”. The email must include the name of the member proposing the motion and the name of the member seconding the motion. Day-time phone numbers must also be provided for these people (phone numbers will not be posted). If the Secretary cannot contact the parties to confirm the authenticity of the motion, the motion will be deferred until a later AGM. Motions may be withdrawn by the proposer by sending an email to the Secretary.
Sufficient information must be provided to permit members to form a reasoned judgement on the issue and the decision to be taken. To ensure this, a member wishing to raise special business should include information that will be presented to members during the AGM, in the following general format:
The rationale should explain why the motion is good for those who are NCF members and good for those in the community who are potential NCF members but who are not yet online (perhaps because they do not have the money, equipment or knowledge to get online); how it supports the NCF mission statement; and why it is financially viable (within the budget provided by NCF members and others to NCF).
Current board members and NCF staff may also provide information, offer an opinion, and/or make recommendations to members relating to special business motions.
Special business motions of “rules and regulations” are recommendations to the elected board of directors. Recommendations will be considered by the board of directors at a board meeting subsequent to the AGM. As recommendations, such motions are not binding upon the organization, but the board can be expected to give much weight to voting results of the motion.
(Members are reminded that it is easier and effective to bring motions to the board by simply talking with any director before any monthly board meeting)
A discussion group for refining and discussing special business for the AGM is available in the AGM webpage. Members may wish to discuss and refine any business items before they are submitted to the Secretary.
The AGM material and voting system is accessible from web browsers at agm.ncf.ca. To access the voting system, click on “Vote” and login with your NCF account ID and password.
The candidate statements and answers to questions can be viewed by clicking “Candidate Information”.
After you have finished voting, click the “Submit Ballot” button to indicate that you want to submit your ballot. You may change your vote at any time until the end of the voting period by voting again using the same NCF account.
The order of names on the ballot, which is computer-generated, is random on each ballot.