Appointment of Auditors
=======================

Mover: Jean Wilmot (aa145)
Seconder: Richard Taylor (aa333)

I hereby move a motion for the Annual General Meeting that the National
Capital FreeNet appoint the firm of KPMG Peat Marwick Thorne as its auditors
for the 1995 fiscal year.

By-Law 2 Amendment: Membership in the corporation
=================================================

Mover: Richard Taylor (aa333)
Seconder: Al Seaman (aa331)

That the present By-Law 2 be replaced with the following words:
"Membership in the corporation shall be limited to persons interested in
furthering the objects of the corporation, and who have been approved to
use an assigned unique account identification.  Membership may be
suspended or revoked by the Board for non-compliance with the rules and
regulations."

By-Law 7 Amendment: Directors are 18 years or older
===================================================

Mover: Richard Taylor (aa333)
Seconder: Julie Chahal (ab161)

That the second last sentence of By-Law 7 be changed to read: "Directors
must be individuals, 18 years of age or older, with power under law to
contract." 

By-Law 10 Amendment: Removal of a board member from Office
==========================================================

Mover: Richard Taylor (aa333)
Seconder: Julie Chahal (ab161)

That the following clause be added to By-Law 10 "f. if a director misses
all meetings of the board of directors, either in person or by other
accepted communications facilities, for a period of three consecutive
months or three consecutive meetings, whichever time period is longer;". 

By-Law 32 Amendment: Business at the AGM
========================================

Mover: Richard Taylor (aa333)
Seconder: Al Seaman (aa331)

That another paragraph be added to By-Law 32 as follows: "Members wishing
to have special business transacted at a general meeting shall present the
business and supporting information to the board of directors so that it
may be posted in the on-line menu area used for the meeting. Special
business includes: 

     a) motions requiring the resignation of a member
        (ref. By-Law 5, requires 3/4 of votes)
     b) motions requiring the resignation of a director
        (ref. By-Law 10d, requires 2/3 of votes)
     c) motions requiring the resignation of a member of the
        executive (ref. By-Law 17d, requires 2/3 of votes)
     d) amendment of By-Laws
        (ref. By-Law 37, requires majority of directors and 2/3 of votes)
     e) motions recommending rules and regulations to the board of directors
        (ref. By-Laws 34 & 40, requires majority of votes)"

Remuneration of Employees
=========================

Mover: David Sutherland (aa001)
Seconder: Richard Taylor (aa333)

    Section 15 of the by-laws states that remuneration must be confirmed
    at a meeting of the members:

       "15.  A reasonable remuneration for all officers, agents and
       employees and committee members may be fixed by the board of
       directors by resolution.  Such resolution shall have force and
       effect only until the next meeting of members when such resolution
       shall be confirmed by resolution of the members, or in the absence
       of such confirmation by the members, then the remuneration to such
       officers, agents or employees and committee members shall cease to
       be payable from the date of such meeting of members."

Be it resolved that pursuant to By-law 15 of the National Capital
FreeNet, all resolutions concerning remuneration of agents and
employees passed by the Board of Directors of the National Capital FreeNet
since the February 1994 Annual General Meeting be confirmed.

Rules and Regulations
=====================

Mover: David Sutherland (aa001)
Seconder: Richard Taylor (aa333)

    The by-laws state that all rules and regulations set by the board of   
    directors must be confirmed at an annual general meeting:

       "40.  The board of directors may prescribe such rules and
       regulations not inconsistent with these by-laws relating to the    
       management and operation of the corporation as they deem        
       expedient, provided that such rules and regulations shall have
       force and effect only until the next annual meeting of the
       members of the corporation when they shall be confirmed, and
       failing such confirmation at such annual meeting of members,
       shall at and from that time cease to have any force and effect."

Be it resolved that pursuant to By-law 40 of the National Capital
FreeNet, all resolutions concerning rules and regulations passed by the 
Board of Directors of the National Capital FreeNet since the February 1994
Annual General Meeting be confirmed.