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Posted septembre 3, 2025 | Minutes

2025-06-10-Minutes

NCF Board of Directors
Minutes of Board Meeting
June 10, 2025 

Minutes of a meeting of the Board of Directors

Board members present:
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)
Sean Geddes
Len Fardella

Regrets:
Anis Hanna (gb499) Chair
Spencer Callaghan

NCF Management/Staff present:
Executive Director: Shelley Robinson

Guests:
Chris Tacit from Tacit law

  1. Confirmation of Quorum

    Quorum was confirmed
  2. Agenda
    1. Review of proposed by-law changes (Chris Tacit from Tacitlaw)

      Motion: To move in-camera.
      Proposer:   Stephen Fanjoy (gd782)
      Seconder:  Sean Geddes
      The motion was carried.

      NATIONAL CAPITAL FREENET INCORPORATED
      RESOLUTION OF DIRECTORS RE: REPEAL AND REPLACEMENT OF THE BY-LAWS OF THE CORPORATION (JUNE 10, 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.

      IT IS RESOLVED THAT the directors of the Corporation:

      (1) Repeal all parts of the By-Laws of National Capital Freenet Incorporated currently in effect (said by-laws hereinafter called “Current By-Laws”) effective the date that the repeal of those parts of the Current By-Laws is confirmed by the members of the Corporation, other than those parts of the Current By-Laws that can only be amended by special resolution of the members of the Corporation, pursuant to subsection 197(2) of the Canada Not-for-profit Corporations Act (“Act”);

      (2) Recommend to the members of the Corporation that they confirm, by ordinary resolution, the repeal of all parts of the Current By-Laws, other than those parts of the Current By-Laws that can only be amended by special resolution of the members of the Corporation, pursuant to subsection 197(2) of the Act;

      (3) Recommend to the members of the Corporation that they repeal, by special resolution, all parts of the Current By-Laws that can only be amended by special resolution of the members of the Corporation, pursuant to subsection 197(2) of the Act;

      (4) Enact all parts of General By-Law (No. 1A) of National Capital Freenet Incorporated (said by-law hereinafter called “New By-Law”) effective the date that the enactment of those parts of the New By-Law is confirmed, with or without amendment, by the members of the Corporation, other than those parts of the New By-Law that can only be amended by special resolution of the members of the Corporation, pursuant to subsection 197(2) of the Act;

      (5) Recommend to the members of the Corporation that they confirm, by ordinary resolution, all parts of the New By-Law, other than those parts of the New By-Law that can only be amended by special resolution of the members of the Corporation, pursuant to subsection 197(2) of the Act;

      (6) Recommend to the members of the Corporation that they enact, by special resolution, all parts of the New By-Law that can only be amended by special resolution of the members of the Corporation, pursuant to subsection 197(2) of the Act.

      Proposer:   Stephen Fanjoy (gd782)
      Seconder:  Peter MacKinnon (fr198)
      The motion passed unanimously.
    2. Minutes of board meeting May 27, 2025.

      There were no comments on the draft minutes.

      Motion: To accept the minutes of the previous meeting.
      Proposer:   Chris Cope (bz787)
      Seconder:  Stephen Fanjoy (gd782)
      The motion was carried.
    3. AGM planning miscellaneous items

      Motion: To to appoint Chris Tacit (NCF's lawyer) as AGM chair.
      Proposer:  Emmanuel Adenlolu (gc476) Treasurer
      Seconder:  Stephen Fanjoy (gd782)
      The motion was carried.
    4. Nominations committee update

      Motion: The Nominations Committee recommends that the Board endorse the following candidates for the Board of Directors:
      Emmanuel Adenlolu
      Kathryn Hill
      Lia Kiessling
      Mark Fernandes (pending the re-submission of his three questions)
      Yacouba Traoré

      The Nominations Committee also recognizes the eligibility of the following candidates for the Board of Directors:
      Evan Diamond
      Jean-Bosco Ntakirutimana
      Mahbod Hajifathali

      Proposer: Sean Geddes
      Seconder: Stephen Fanjoy (gd782)
      The motion passed unanimously.
    5. Discussion on WiFi and Waffles networking event (Shelley Robinson)

      Conducted in-camera.
  3. Date of Next Meeting  _________

    The next Board meeting is proposed to be August 4th 2025. Hybrid, electronic and in-person at NCF office.
  4. Standing agenda item for discussion without staff and review (15 minutes)
    1. Discussion item (Acting Chair)

      This item is conducted in-camera.

      Motion: To move out of camera.
      Proposer: Stephen Fanjoy (gd782)
      Seconder: Graeme Beckett (aw958)
      The motion was carried.